Dega Retail Holding Limited commences a Tender Offer on behalf, and at the instruction, of Mobile TeleSystems Public Joint Stock Company for the outstanding U.S.$750,000,000 8.625 per cent. Loan Participation Notes due 2020Dega Retail Holding Limited (the Offeror ) announces today 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 ). The Tender Offer shall be 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.
The purpose of the Tender Offer is to acquire a principal amount of the outstanding Notes on the terms and subject to the conditions set out in the Tender Offer Memorandum. The Notes purchased pursuant to the Tender Offer will be held by the Offeror for its own account.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The following sets forth the description of the Notes and the Purchase Price (as defined below).
Description of the Notes: 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.
ISIN/ Common Code: (Rule 144A) ISIN: US55377WAA62 / Common Code: 052029449 // (Regulation S) ISIN: XS0513723873 / Common Code: 051372387
Outstanding Principal Amount: U.S.$574,326,0001
Purchase Price: U.S.$1,175.00 per U.S.$1,000 in principal amount of Notes
The Offeror will pay for Notes accepted by it for purchase pursuant to the Tender Offer at a fixed purchase price of U.S.$1,175.00 per U.S.$1,000 in principal amount of such Notes (the Purchase Price ). The Offeror will also pay an amount in cash equal to interest accrued and unpaid on the Notes validly tendered for purchase by a Noteholder and accepted by the Offeror from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Payment Date on the Notes.
The Offeror is not under any obligation to accept any tender of Notes for purchase pursuant to the Tender Offer. Tenders of Notes for purchase may be rejected in the sole discretion of the Offeror for any reason, and the Offeror is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.
The following sets forth the expected dates and times of the key events relating to the Tender Offer. The times and dates below are indicative only.
Commencement of the Tender Offer: 15 June 2016
Announcement of the Tender Offer. Tender Offer Memorandum and Notice of Guaranteed Delivery available from the Dealer Managers and the Information and Tender Agent (as defined below).
Expiration Deadline: 5:00 p.m. (CET) on 23 June 2016
Final deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be able to participate in the Tender Offer. This is also the deadline for Noteholders who have tendered Notes in the Tender Offer to be able to validly withdraw such Notes.
Announcement of Tender Offer Results and Pricing: On or about 24 June 2016
Announcement of whether the Offeror will accept valid tenders of Notes pursuant to the Tender Offer and, if so accepted, the aggregate principal amount of Notes accepted for purchase, Accrued Interest Amount (expressed as a percentage of the principal amount of the Notes) and the Payment Date.
Deadline for Delivery of Notes Tendered by Guaranteed Delivery Procedures: 5:00 p.m. (CET) on 27 June 2016
If any Noteholder desires to tender their Notes and (1) such Notes certificates are not immediately available or cannot be delivered to the Information and Tender Agent, (2) such Noteholder cannot comply with the procedure for book-entry transfer, or (3) such Noteholder cannot deliver the other required documents to the Information and Tender Agent by the Expiration Deadline, such Noteholder must tender their Notes according to the guaranteed delivery procedure described under Procedures for Participating in the Tender Offer in the Tender Offer Memorandum and deliver their Notes by 5:00 p.m. (CET) on 27 June 2016.
Expected Payment Date: On or before 28 June 2016
Expected Payment Date for Notes validly tendered and accepted for purchase by the Offeror.
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 Of
