ANNOUNCEMENT OF INCREASE IN OFFER PURCHASE PRICE RANGE FOR SHARES OF COMMON STOCK (INCLUDING SHARES OF COMMON STOCK REPRESENTED BY ADSs) AND EXTENSION OF TENDER OFFER FOR ADSNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN
The Company announces that it has increased the price range it will offer to pay for its shares of Common Stock in its previously announced Tender Offer from a Minimum Price of RUB 253.00 and Maximum Price of RUB 283.00 to a Minimum Price of RUB 270.00 and a Maximum Price of RUB 290.00 per share of Common Stock. The Company also announced that the Tender Offer in respect to ADSs has been extended, in accordance with applicable rules and regulations governing tender offers, until 11:59 p.m., New York City time, on February 14, 2017, unless further extended or terminated. The Tender Offer for ADSs was previously scheduled to expire at 5 p.m., New York City time, on February 14, 2017. The Tender Offer for the Common Stock will expire, as before, at 10 a.m. on February 15, 2017.
Except for the increase in price range and the extension of the expiration date in respect to the ADSs, all of the material terms and conditions set forth in the Offer to Purchase, the related Common Stock Letter of Transmittal with respect to the shares of Common Stock, the related ADS Letter of Transmittal with respect to the ADSs and the other offer materials (the Offer Documents ) remain unchanged. The Company will publish on its website the supplement to the Offer Documents reflecting the increase in price range and the extension of the expiration date in respect of ADSs (the Supplement, and together with the Offer Documents, the Offer Documents ).
RUB 4,647,186,170 which is equivalent of US$77,343,404 at the exchange rate of US$1.00 to RUB 60.0851 set by the Central Bank of Russia for February 1, 2017, is available to be returned to Shareholders via the purchase of a maximum of 17,211,800 shares of Common Stock (including Common Stock represented by ADSs) at the amended Minimum Price of RUB 270.00 (equivalent to approximately US$4.5 at the exchange rate referenced above) per share of Common Stock if the Tender Offer is fully subscribed, which would have represented approximately 0.86 per cent. of the Company s Issued Share Capital as at January 13, 2017. At the amended Maximum Price of RUB 290.00 (equivalent to approximately US$4.8 at the exchange rate referenced above) per share of Common Stock to be purchased under the Tender Offer, the Offeror could purchase 16,024,779 shares of Common Stock (including Common Stock represented by ADSs) if the Tender Offer is fully subscribed, which would have represented approximately 0.80 per cent. of the Company s Issued Share Capital as at January 13, 2017, the latest practicable date for such determination prior to the publication of the Offer to Purchase. RUB 270 per share of Common Stock represents a discount of 2.1 per cent. and RUB 290.00 per share of Common Stock represents a premium of 5.2 per cent. to the closing price of RUB 275.7 per share of Common Stock on January 31, 2017.
The Tender Offer will be implemented through a procedure commonly called a modified Dutch auction using a Strike Price mechanism. All successfully tendered shares of Common Stock (including shares of Common Stock represented by ADSs) will be acquired at the Strike Price. If the aggregate value at the Strike Price of all validly tendered shares of Common Stock (including Common Stock represented by ADSs) is RUB 4,647,186,170 or less, then all shares of Common Stock (including Common Stock represented by ADSs) validly tendered will be purchased at the Strike Price.
If the aggregate value at the Strike Price of all validly tendered shares of Common Stock (including Common Stock represented by ADSs) exceeds RUB 4,647,186,170, not all of the shares of Common Stock (including Common Stock represented by ADSs) validly tendered will be accepted and purchased. In these circumstances, the number of shares of Common Stock (including Common Stock represented by ADSs) which will be accepted and purchased will be as follows:
(a) all valid tenders of shares of Common Stock at a price at or (if applicable) below the Strike Price or as a Strike Price Tender by a Shareholder will be scaled down pro-rata to the total number of Common Stock so tendered by that Shareholder, such that the total value of Common Stock (including Common Stock represented by ADSs) purchased pursuant to the Tender Offer does not exceed RUB 4,647,186,170; and
(b) all tenders of shares of Common Stock at a price above the Strike Price will be rejected and will not be purchased by the Offeror.
The Tender Offer is not conditioned on any financing or any minimum number of shares of Common Stock being tendered. However, the tender offer is subject to certain other conditions, as more fully described in the Offer Documents. As of January 31, 2017 zero shares of Common Stock (including share of Common Stock represented by ADSs) have been tendered and not withdrawn.
Further information If you have questions on how you can deliver Common Stock Letters of Transmittal in order to participate in the Tender Offer in respect of shares of Common Stock, please call the Common Stock Tender Agent on 8 800 200 80 72 (from within the Russian Federation), the Information Agent on 1 866 257 5415 (from within the United States) and 00 800 3814 3814 (from within the European Union via European Toll Free).
If you have questions on how you can participate in the Tender Offer in respect of the ADSs, please call the Information Agent on 1 866 257 5415 (from within the United States) and 00 800 3814 3814 (European Toll Free) and at the following email address: MTS-offer@georgeson.com. Banks, brokers and institutional holders within the United States may call 1 866 257 5415.
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