DEGA RETAIL HOLDING LIMITED ANNOUNCES TENDER OFFER RESULTSOn 15 June 2016, Dega Retail Holding Limited (the Offeror ) launched an offer on behalf, and at the instruction, of Mobile TeleSystems Public Joint Stock Company (the Company ) to the holders of the outstanding U.S.$750,000,000 8.625 per cent. Loan Participation Notes due 2020 (the Notes ) issued by, but with limited recourse to, MTS International Funding Limited (the Issuer ) for the sole purpose of financing a loan to the Company, to tender any and all of the outstanding Notes for purchase by the Offeror for cash (the Tender Offer ), subject to the terms and conditions set out in the Tender Offer Memorandum dated 15 June 2016 (the Tender Offer Memorandum ) prepared by the Offeror. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Offeror hereby informs Noteholders that as at 5:00 p.m. (NYC time) on 23 June 2016 (the Expiration Deadline ) the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer and accepted for purchase by the Offeror is as follows:
Description of the Notes ISIN /
Common Code Purchase Price Aggregate Principal Amount of Notes Accepted for Purchase Principal Amount of Notes Outstanding following settlement of the Tender Offer1
U.S.$750,000,000 8.625% Loan Participation Notes due 2020 issued by, but with limited recourse to, MTS International Funding Limited for the sole purpose of financing a loan to Mobile TeleSystems Public Joint Stock Company Rule 144A Notes: US55377WAA62 / 052029449
Regulation S Notes: XS0513723873 / 051372387 U.S.$1,175.00 per U.S.$1,000 in principal amount of Notes
U.S.$267,440,000 U.S.$306,886,000
1Notes that are currently held by the Company and/or its subsidiaries are not considered outstanding for purposes of this table.
Payment Date
Subject to the conditions described in the Tender Offer Memorandum, the Offeror will pay to the relevant Noteholders on or before 28 June 2016 (the Payment Date ) (a) the Purchase Price for the validly tendered and accepted Notes, and (b) the Accrued Interest Amount from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Payment Date.
The Tender Offer has now expired and no further Notes can be tendered for purchase.
The Notes purchased pursuant to the Tender Offer will be held by the Offeror for its own account. Notes that have not been successfully tendered for purchase and accepted by the Offeror pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.
Further Information
The Offeror has retained J.P. Morgan Securities plc and VTB Capital plc to act as the Dealer Managers (the Dealer Managers ) and Lucid Issuer Services Limited to act as the Information and Tender Agent (the Information and Tender Agent ). Questions or requests for assistance concerning the terms of the Tender Offer should be directed to the Dealer Managers at:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
For information by telephone: 44 20 7134 2468
Attention: Liability Management
E-mail: em_europe_lm@jpmorgan.com
VTB Capital plc
14 Cornhill
London EC3V 3ND
United Kingdom
For information by telephone: 44 20 3334 8029
Attention: Liability Management
Email: liability.management@vtbcapital.com
Questions or requests for assistance concerning the procedures of the Tender Offer or for additional copies of the Tender Offer Memorandum should be directed to Lucid Issuer Services Limited (Attention: Victor Parzyjagla) as the Information and Tender Agent in London Tel: 44 20 7704 0880; E-mail: mts@lucid-is.com.
Copies of the Tender Offer Memorandum and the Notice of Guaranteed Delivery are also available at the following web address: http://library.lucid-is.com/mts
For further information, please contact:
Dega Retail Holding Limited
19 Waterfront Drive P.O. Box 3540
Road Town
Tortola
British Virgin Islands VG1110
For information by telephone: 7 495 223 20 25
Attention: Investor Relations
Email: ir@mts.ru
None of the Dealer Managers, the Information and Tender Agent, the Offeror or any director, officer, employee, agent or affiliate of any such person, makes any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether noteholders should tender Notes in the Tender Offer. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes. The Tender Offer is being made solely by means of the Tender Offer Memorandum.
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Belgium
None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorit des services et march s financiers / Autoriteit financi le diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3, 1, 1 and 6, 1of the Belgian Law of 1 April 2007 on public takeover bids (the "Public Takeover Law"), as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and none of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than:
(i) qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006
