NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE (DIRECT OR INDIRECT), IN WHOLE OR IN PART OF THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, JAPAN, AND JAPAN. PLEASE READ THE SECTION "IMPORTANT NOTE " LOCATED AT THE END OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS ACCEPTED BY INSIDER INFORMATION STATEMENTS 7 FOR THE REPRESENTATION OF STATES (FROM THE MOMENT OF PUBLICATION OF THIS ANNOUNCEMENT, THE SPECIFIED INSIDER INFORMATION WILL BE CONSIDERED PUBLICLY. The Company ”; ticker on the Moscow Exchange: MAGN) announces that Minta Holding Limited (“ Minta ”), of which Mr. V. Rashnikov is the ultimate beneficiary, has sold 335,229,900 issued ordinary shares (“ Outside Shares ”) to the Company, constituting 3% of its authorized capital ("Sale"). The Offered Shares were sold to Goldman Sachs International for resale to investors (the “Offering”).
Prior to the sale, Minta's share in the Company's share capital was 84.26%. As a result of the Sale, Minta's share in the share capital of the Company was 81.26%. Before the Offering, the free float of the Company's shares was 15.84%. Upon completion of the Placement, assuming that all of the Offered Shares will be sold, the Company's free float will amount to 18.74%.
Subject to the terms of the Placement, Minta will not dispose of the rest of its ordinary shares within 60 days from April 26 without the consent of Goldman Sachs International, subject to standard exceptions.
Goldman Sachs International acted as the sole bookrunner of the Placement.
MMK will not receive any proceeds from the Placement.
The Offered Shares in all respects have a status equal to the status of the Company's ordinary shares.
PERSONS NOT REFERRED TO BELOW DO NOT RIGHT TO PARTICIPATE IN THE LOCATION. THIS ANNOUNCEMENT AND ANY OFFER SECURITIES, to which the present ADVERTISEMENT addressed and seeks to (1) in any states of the European Economic Zone: PERSONS is a qualified investor to the value specified in Article 2 (1) (E) DIRECTIVE 2003/71 /EC (AS REVISED BY DIRECTIVE 2010/73 /EC IN THE EXTENT WHICH THESE CHANGES HAVE BEEN IMPLEMENTED IN THE APPLICABLE MEMBER STATE) AND ANY CIRCUMSTANCES "); AND (2) IN THE UNITED KINGDOM: PERSONS WHICH (I) HAVE EXPERIENCE IN INVESTMENT-RELATED ISSUES AND ARE SUBJECT TO ARTICLE 19 (5) OF THE 2005 ORDER OF THE GOVERNMENT OF POLICY OF THE GOVERNMENT OF PUBLIC 2000 AND OUTSTOP 2000 . (FINANCIAL ADVERTISING) (FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005) AS VALID ("ORDER "), OR (II) WHICH ARE COVERED BY ARTICLE 49 (2) (A) - (D) OF THE ORDER, OR (III) WHICH THE OFFER IN RELATION TO THE SHARES FOR SALE MAY BE ADDRESSED ON OTHER LEGAL BASIS (ALL THE PERSONS STATED IN PARTS (1) AND (2) JOINT ARE " PERSONS WHICH ARE NOT RELEVANT PERSONS ARE NOT RIGHT TO RELY ON OR DO ANY ACTION BASED ON THE INFORMATION RELATING TO THE SALE CONTAINED IN THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES MAY BE OFFERED AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AND UNDER NO CIRCUMSTANCES WILL NOT a public offer or invitation to purchase or subscribe , OR AN INVITATION TO MAKE OFFERS TO PURCHASE OR SUBSCRIBE SECURITIES IN ANY JURISDICTION. DISTRIBUTION OF THIS NOTICE OR THE PLACEMENT OR SALE OF SHARES FOR SALE MAY BE LIMITED BY LAW IN CERTAIN JURISDICTIONS. Minto (OR ANY OF ITS AFFILIATES) AND GOLDMAN SACHS INTERNATIONAL (OR ANY OF ITS AFFILIATES) Do not carry out any action aimed at resolving OFFERS shares sold to the general public in any jurisdiction or receipt or distribution on THIS, OR ANY OTHER ADVERTISING MATERIALS OR DOCUMENTS RELATING TO THE OFFER OF SHARES FOR SALE IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED FOR THESE PURPOSES. REQUIREMENT OF ANY SUCH RESTRICTIONS AND COMPLIANCE WITH THEIR PERSONS AT WHOSE DISPOSAL OF THIS ANNOUNCEMENT PROVIDES IS A MANDATORY REQUIREMENT