MAGNIT Not for release, publication or distribution in Australia, Canada, Japan or the United States.
These materials are not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. PJSC Magnit has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as 'relevant persons'). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any EEA Member State that has implemented Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the 'Prospectus Directive') this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
Securities of PJSC Magnit have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
PJSC 'Magnit' Announces the Results of the BOD Meeting
Please be informed that on September 28, 2015 the BOD meeting was held (minutes of the BOD meeting of PJSC 'Magnit' are w/o No. of September 28, 2015).
The meeting agenda:
Approval of the Program of the PJSC 'Magnit' exchange-traded bonds.
Approval of the Prospectus of the PJSC 'Magnit' exchange-traded bonds.
Determination of PJSC 'Magnit' business priorities.
Approval of the related party transactions.
Determination of the position of the PJSC 'Magnit' representative at the exercise of the voting right on the JSC 'Tander' shares owned by the Company.
The following BOD members were present: A. Arutyunyan, K. Pombukhchan, A. Shkhachemukov.
S. Galitskiy, A. Zayonts, A. Aleksandrov and A. Pshenichniy provided their written opinions on the items of the agenda of the BOD meeting of PJSC 'Magnit'.
The number of the BOD members participated in the meeting, including written opinions of S. Galitskiy,
A. Zayonts, A. Aleksandrov and A. Pshenichniy, amounts to not less than half of the number of the BOD members determined by the Charter of the Company.
Quorum to hold the BOD meeting with this agenda is present.
Voting Results:
A. Arutyunyan - 'for', S. Galitskiy - 'for', A. Zayonts - 'for', A. Aleksandrov - 'for', K. Pombukhchan - 'for', A. Shkhachemukov - 'for', A. Pshenichniy - 'for'.
The decisions were made.
Arutyunyan - 'did not participate in voting', S. Galitskiy - 'did not participate in voting', A. Zayonts - 'for', A. Aleksandrov - 'for', K. Pombukhchan - 'for', A. Shkhachemukov - 'for', A. Pshenichniy - 'for'.
The decisions were made.
Content of the decisions:
Item 1 on the agenda:'To approve the first part of the resolution on the issuance of PJSC 'Magnit' securities (the Program of the exchange-traded bonds) - non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody with the maximum total nominal value of all exchange-traded bonds issues, to be placed under the Program of the exchange-traded bonds, of 50,000,000,000 (Fifty billion)
Russian rubles or the equivalent of this amount in a foreign currency, maturing on the date not later than the 1,820thday from the date of initiation of the exchange-traded bonds placement, under the Program of the exchange-traded bonds to be placed by open subscription'.
Pre-emptive right to purchase the securities under the placement is not provided.
The Prospectus of securities shall be published on the stock exchange together with the first part of the Resolution on the issuance of securities (the Program of the exchange-traded bonds); the Issuer shall undertake an obligation to disclose information after each stage of securities issuance.
Item 2 on the agenda:'To approve the Prospectus of the non-convertible interest-bearing certified exchange-traded bonds to the bearer with the obligatory centralized custody with the maximum total nominal value of all exchange-traded bonds issues, to be placed under the Program of the exchange-traded bonds, of 50,000,000,000 (Fifty billion) Russian rubles or the equivalent of this amount in a foreign currency, maturing on the date not later than the 1,820thday from the date of initiation of the exchange-traded bonds placement, under the Program of the exchange-traded bonds to be placed by open subscription'.
Item 3 on the agenda:'To determine PJSC 'Magnit' business priorities by means of ratification of the Company's Plan of financial and economic activity for the fourth quarter of 2015'.
Item 4.1 on the agenda:'To approve the additional agreements to the real estate lease agreements, executed by the Company with JSC 'Tander'(hereinafter each one referred to as 'the Agreement') (the list of the Agreements is specified in the Annex to the press-release), which are the related party transactions with the following essentials:
to add the following clause to the Agreement: 'The Lessee shall incur utility costs (electric power, heat, water supply, sewerage, etc.) and facility maintenance costs if the Lessee executes agreements on utility and maintenance services with organizations providing resources and other organizations independently. The payment for the services shall be made directly to these organizations. In all other cases the Lessor shall incur utility costs';
to add the following clause to the Agreement: 'According to the Federal law No. 7-FZ 'On Environmental Protection' of January 10, 2002, the Federal law No. 52-FZ 'On Sanitary and Epidemiological Well-Being of the Population' of March 30, 1999, the Federal law No. 89-FZ 'On Production and Consumption Wastes' of June 24, 1998, the Federal law No. 96-FZ 'On Protection of Atmospheric Air' of May 4, 1999 and other regulatory legal acts in terms of environmental protection, if the Lessee has a negative impact on the environment in the course of business operations, the Lessee shall organize the fulfillment of the legal requirements in terms of environmental protection in full and at its own discretion, including payment of the pollution fee';
according to paragraph 2 of the article 425 of the Civil Code of the Russian Federation, the terms and conditions specified in the clauses 1 and 2 above, shall be applied to relations of the parties of the Agreement from the date determined in the additional agreement.
Hereby to provide the Chief Executive Officer of PJSC 'Magnit' with the right to increase the lease fee under the Agreements, inter alia by signing additional agreements to the Agreements'.
Item 4.2 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ВрФ/1084/11 of 02.09.2011 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'non- residential integrated-attached premises II, VI in bld. А, А1, А3, А6, а2, purpose: non-residential, total space:
340.3 sq. m., floor: 1, cadastral number: 36:34:0102072:26, located at the address: 124 Dachniy prospekt, Voronezh, Voronezh region'.
Item 4.3 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ВлФ/543/12 of 28.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'integrated- attached non-residential premises, purpose: commercial premises, selling space: 735.2 sq. m., floor plan numbers: bld. 1, floor: 1, cadastral number: 34:34:070106:833, located at the address: 191 Lazorevaya street, Volgograd, Volgograd region'.
Item 4.4 on the agenda:'To approve the additional agreement to the real estate lease agreement No. КурФ/220/12 of 28.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'non- residential building, purpose: non-residential, total space: 616.4 sq. m., cadastral number: 46:05:120101:1329, bld. Б, number of floors: 1, located at the address: 21 a, Sovetskikh Kosmonavtov prospekt, Dmitriyev, Dmitriyevskiy district, Kursk region, Russian Federation'.
Item 4.5 on the agenda:'To approve the additional agreement to the real estate lease agreement No. НврФ/638/12 of 13.04.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'non- residential premises, total space: 293.8 (two hundred and ninety three point eight) sq. m., floor: 1, cadastral number: 23:47:0113005:1046, located at the address: 62/2 Anapskoye shosse/Lunacharskogo street, Novorossiysk, Krasnodar region, Russian Federation;
non-residential premises, total space: 192.4 (one hundred and ninety two point four) sq. m., floor:1, cadastral number: 23:47:0113005:1047, located at the address: 62/2 Anapskoye shosse/Lunacharskogo street, Novorossiysk, Krasnodar region, Russian Federation;
non-residential premises, total space: 326.9 (three hundred twenty six point nine) sq. m., floor:1, cadastral number: 23:47:0113005:1048, located at the address: 62/2 Anapskoye shosse/Lunacharskogo street, Novorossiysk, Krasnodar region, Russian Federation;
non-residential premises, total space: 716.6 (seven hundred and sixteen point six) sq. m., floor: 1, cadastral number: 23:47:0113005:1049, located at the address: 62/2 Anapskoye shosse/Lunacharskogo street, Novorossiysk, Krasnodar region, Russian Federation'.
Item 4.6 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/3089/12 of 22.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'premises, purpose: non-residential, total space: 886.3 sq. m., floor: 1, 2, cadastral number: 23:05:0602028:176, located at the address: 57 Lenina street, Vyselki stanitsa, Vyselkovskiy district, Krasnodar region, Russian Federation'.
Item 4.7 on the agenda:'To approve the additional agreement to the real estate lease agreement No.ГК/3879/12 of 09.07.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'non- residential premises, cadastral number: 23:38:0114032:78, space: 277 sq. m.; non-residential premises, cadastral number: 23:38:0114032:68, space: 239 sq. m., located at the address: 29 Kirova street, Armavir, Krasnodar region'.
Item 4.8 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/3087/12 of 22.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'premises, purpose: non-residential, total space: 468.7 sq. m., floor: 1, cadastral number: 23:24:0204294:334, located at the address: 48 Sovetskaya street, Pavlovskaya stanitsa, Pavlovskiy district, Krasnodar region, Russian Federation'.
Item 4.9 on the agenda:'To approve the additional agreement to the real estate lease agreement No./365/12 of 23.04.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'non- residential premises, total space: 680.9 sq. m., floor: 1, cadastral number: 23:43:0408007:640, located at the address: 12 Gidrostroiteley street, Karasunskiy district, Krasnodar, Krasnodar region, Russian Federation'.
Item 4.10 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/3090/12 of 22.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'premises, purpose: non-residential, total space: 852 sq. m., floor: 1, cadastral number: 23:28:0101101:790, located at the address: 40 Krasnaya street, Starominskaya stanitsa, Starominskiy district, Krasnodar region, Russian Federation'.
Item 4.11 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/925/12 of 06.02.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'store No. 31, total space: 310.4 sq. m., bld. А, number of floors: 1, cadastral (or identification) number: 23:47:0309015:2707, located at the address: 32/1 Sukhumiyskoye shosse/Golmana street, Vostochniy district, Novorossiysk, Krasnodar region, Russian Federation'.
Item 4.12 on the agenda:'To approve the additional agreement to the real estate lease agreement No. НврФ/896/12 of 06.07.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'part of a store: premises No. 34-40, 42-43, purpose: non-residential, total space: 527.5 sq. m., cadastral (or identification) number: 23:37:0103005:184; part of a store: premises No. 41,42/1,43/1, purpose: non- residential, total space: 131.1 sq. m., cadastral (or identification) number: 23:37:0103005:203, located at the address: 182 Krymskaya street, Anapa, Krasnodar region'.
Item 4.13 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/3070/12 of 22.05.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'store building, total space: 275.1 sq. m., registration number: 15513, bld. А-А1-Г-Г1, cadastral (or identification) number: 50:23:0000000:135744, located at the address: 5 Kominterna street, Ramenskoye, Moscow region, Russian Federation'.
Item 4.14 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/6309/12 of 26.10.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'premises, purpose: non-residential, total space: 359 sq. m., floor 1, floor plan numbers: 25-35, 37-39, 42, 44, 46, 47, cadastral (or identification) number: 73:23: 010101:8893; premises, purpose: non-residential, total space:
sq.m., underground floor, floor plan numbers: 17-27, cadastral (or identification) number: 73:23:010101:8892, located at the address: 44 Gvardeyskaya street, Dimitrovgrad, Ulyanovsk region, Russian Federation'.
Item 4.15 on the agenda:'To approve the additional agreement to the real estate lease agreement No. НврФ/640/12 of 13.04.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'store building, purpose: non-residential, total space: 34.5 sq. m., bld. В, cadastral (or identification) number: 23:27:1202007:1198; non-residential premises No. 1,5,9,10,11,12,13,14 in bld. Б, purpose: non-residential, total space: 265 sq. m., floor: 1, cadastral (or identification) number: 23:27:1202007:1236, located at the address: 23 Proizvodstvennaya street, Sovkhozniy village, Slavyanskiy district, Krasnodar region, Russian Federation'.
Item 4.16 on the agenda:'To approve the additional agreement to the real estate lease agreement No. ГК/6572/11 of 01.12.2011 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials:
description of the Facility in the clause 1.1 of the Agreement shall be amended as follows: 'Magnit' shopping center, purpose: commercial, total space: 650.2 sq. m., registration number: 573, bld. Б, number of floors: 2, cadastral (or identification) number: 23:48:0203046:1003, located at the address: 286 Shkolnaya street, Slavyansk-on-Kuban, Slavyanskiy district, Krasnodar region, Russian Federation'.
Item 4.17 on the agenda:
Parties of the transaction: Lessor - PJSC 'Magnit', Lessee - JSC 'Tander;
Subject of the transaction: the Lessor shall provide the following real property to the Lessee for a
fee for temporary possession and use: premises No.2, purpose: non-residential, floor:1; number of the premises in the floor plan: 2, total space: 377.5 sq. m., bld. А, registration number: 89:401:002:000142440:0000:20002, address (location): 12 Erzi boulevard, Saransk, Republic of Mordovia;
Lease fee: the Lessee shall pay the lease fee in the amount of 356,360 (Three hundred and fifty six thousand three hundred and sixty) rubles, including 18% VAT per month to the Lessor within the period determined by this agreement;
Lease period: 10 (Ten) years'.
'To approve the additional agreement to the real estate leaseagreement No. ГК/842/12 of 10.02.2012 (hereinafter - the Agreement), executed by the Company with JSC 'Tander' and which is the related party transaction with the following essentials, based on the following essentials of the lease agreement including changes introduced by the additional agreement:
'To recommend the sole executive body of PJSC 'Magnit', which is the sole shareholder of JSC 'Tander', to make the following decision at the realization of the voting right on JSC 'Tander' shares owned by PJSC 'Magnit':
'Due to the amendments to 'The Civil Code of the Russian Federation (Part One)' No. 51-FZ of November 30, 1994, Federal law No. 208-FZ 'On Joint Stock Companies' of December 26, 1995, to ratify the Charter of the Company in the new edition by bringing the JSC 'Tander' name into conformity with the legislation requirements'.
Timothy Post | Director, Investor Relations Email: post@magnit.ru Office: +7-861-277-4554 x 17600 Mobile: +7-961-511-7678 Direct Line: +7-861-277-4562 |
Dina Svishcheva | Deputy Director, Investor Relations Email: Chistyak@magnit.ru Office: +7-861-277-45-54 x 15101 Mobile: +7-961-511-0202 Direct Line: +7-861-277-4562 |
Media Inquiries | PR and GR Department press@magnit.ru |
Magnit is Russia's largest food retailer. Founded in 1994, the company is headquartered in the southern Russian city of Krasnodar. As of June 30, 2015, Magnit operated 29 distribution centers and over 10,700 stores (8,890 convenience, 311 hypermarkets, and 1,527 drogerie stores) in approximately 2,233 cities and towns throughout 7 federal regions of the Russian Federation.
In accordance with the reviewed IFRS consolidated financial statements for 1H 2015, Magnit had revenues of RUB 455 billion and an EBITDA of RUB 49 billion. Magnit's local shares are traded on the Moscow Stock Exchange (MOEX: MGNT) and its GDRs on the London Stock Exchange (LSE: MGNT) and it has a credit rating from Standard & Poor's of BB+. Measured by market capitalization, Magnit is one of the largest retailers in Europe.
Annex1) No. ВлФ/545/12 of 28.05.2012, | 2) No. ГК/3088/12 of 22.05.2012, | 3) No./362/12 of 23.04.2012, |
4) No./364/12 of 23.04.2012, | 5) No. КурФ/219/12 of 28.05.2012, | 6) No. ВрФ/1085/11 of 02.09.2011, |
7) No. МсФ/848/11 of 02.11.2011, | 8) No. НврФ/639/12 of 13.04.2012, | 9) No. МсФ/849/11 of 10.10.2011, |
10) No. ГК/2209/12 of 16.04.2012, | 11) No. ЛпФ/216/12 of 30.04.2012, | 12) No. ГК/5976/11 of 08.11.2011, |
13) No. лгФ/55/12 of 26.01.2012, | 14) No. ГК/1575/12 of 12.03.2012, | 15) No. ВлФ/ 41/12 of 28.05.2012, |
16) No. КзФ/572/12 of 15.06.2012, | 17) No. ГК/561/12 of 10.02.2012, | 18) No. ГК/5282/11 of 06.10.2011, |
19) No. ГК/1187/12 of 05.03.2012, | 20) No. ВлФ/542/12 of 28.05.2012, | 21) No. ГК/6598/11 of 01.12.2011, |
22) No. НврФ/636/12 of 13.04.2012, | 23) No. ГК/6600/11 of 01.12.2011, | 24) No. ГК/926/12 of 06.02.2012, |
25) No. ГК/6599/11 of 01.12.2011, | 26) No. ШхФ/450/12 of 14.06.2012, | 27) No. ПтгФ/418/12 of 10.05.2012, |
28) No. НврФ/634/12 of 13.04.2012, | 29) No. НврФ/635/12 of 13.04.2012, | 30) No. ГК/1977/12 of 26.03.2012, |
31) No. ГК/3053/12 of 21.05.2012, | 32) No. СчФ/322/12 of 28.05.2012, | 33) No. ШхФ/637/11 of 01.09.2011, |
34) No. 22/12 of 25.12.2011, | 35) No. ГК/1529/12 of 07.03.2012, | 36) No. ГК/2397/12 of 18.04.2012, |
37) No. НврФ/637/12 of 13.04.2012, | 38) No. ШхФ/638/11 of 01.09.2011, | 39) No. ГК/3482/12 of 15.06.2012, |
40) No. ПрФ/605/11 of 07.10.2011, | 41) No. ГК/2374/12 of 16.04.2012, | 42) No. ГК/1530/12 of 07.03.2012, |
43) No. ГК/465/12 of 09.02.2012, | 44) No. ПтгФ/403/12 of 10.05.2012, | 45) No. ПтгФ/406/12 of 10.05.2012, |
46) No. СбФ/293/12 of 01.05.2012, | 47) No. ТулФ/142/12 of 07.03.2012, | 48) No. ГК/7096/11 of 23.12.2011, |
49) No. ПтгФ/417/12 of 10.05.2012, | 50) No. ГК/1597/12 of 07.03.2012, | 51) No. ГК/863/12 of 01.03.2012, |
52) No. ГК/842/12 of 10.02.2012, | 53) No. ГК/5360/11 of 11.10.2011, | 54) No. СмрФ/318/12 of 20.04.2012, |
55) No. СмрФ/317/12 of 20.04.2012, | 56) No. ГК/238/12 of 18.04.2012, | 57) No. ГК/1599/12 of 07.03.2012, |
58) No. ГК/204/12 of 10.01.2012, | 59) No. НврФ/641/12 of 13.04.2012, | 60) No./361/12 of 23.04.2012, |
61) No. ГК/1576/12 of 12.03.2012, | 62) No. ГК/857/12 of 12.03.2012, | 63) No. ВрФ/166/12 of 12.04.2012, |
64) No. КмшФ/267/12 of 28.05.2012, | 65) No. ГК/3086/12 of 22.05.2012, | 66) No. ГК/862/12 of 12.03.2012, |
67) No. ГК/1182/12 of 05.03.2012, | 68) No. ВлФ/546/12 of 28.05.2012, | 69) No. ВрФ/165/12 of 07.02.2012, |
70) No. ВрФ/1084/11 of 02.09.2011, | 71) No. ВлФ/543/12 of 28.05.2012, | 72) No. КурФ/220/12 of 28.05.2012, |
73) No. НврФ/638/12 of 13.04.2012, | 74) No. ГК/3089/12 of 22.05.2012, | 75) No. ГК/3879/12 of 09.07.2012, |
76) No. ГК/3087/12 of 22.05.2012, | 77) No./365/12 of 23.04.2012, | 78) No. ГК/3090/12 of 22.05.2012, |
79) No. ГК/925/12 of 06.02.2012, | 80) No. НврФ/896/12 of 06.07.2012, | 81) No. ГК/3070/12 of 22.05.2012, |
82) No. ГК/6309/12 of 26.10.2012, | 83) No. НврФ/640/12 of 13.04.2012, | 84) No. ГК/6572/11 of 01.12.2011, |
85) w/o No. of 01.04.2014, | 86) w/o No. of 01.04.2014. |
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