Mobile TeleSystems Public Joint Stock Company (the Company )
ANNOUNCEMENT OF TENDER OFFER AND DISTRIBUTION OF OFFER TO PURCHASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN
The Company announces the proposed return of a maximum of RUB 4,647,186,170 to the Company's Holders of Shares of Common Stock and ADS Holders by way of a tender offer by its wholly-owned subsidiary Stream Digital, LLC
The Company intends to return a maximum of RUB 4,647,186,170 to its Holders of shares of Common Stock and ADS Holders (collectively, the Shareholders ) by means of a tender offer (the Tender Offer ) by its wholly-owned subsidiary Stream Digital, LLC (the Offeror ). RUB 4,647,186,170 is equal to approximately US$77,959,842 as of January 17, 2017 translated at an exchange rate of RUB 59.61 to US$1.00.
Purchases from Sistema Sistema Finance S.A. ( Sistema Finance ), a subsidiary of the Company's majority shareholder Sistema Public Joint Stock Financial Corporation ( Sistema ) has also agreed pursuant to a purchase agreement not to tender or sell any shares of Common Stock in the Tender Offer (and to procure that none of its affiliates will tender or sell any shares in the Tender Offer) and instead agreed to sell to the Offeror, following completion of the Tender Offer, a pro rata number of shares of Common Stock based on the final number of shares that the Offeror purchases in the Tender Offer following settlement of the Share Purchase Agreements, such that Sistema's (together with its affiliated entities') aggregate percentage ownership and voting power in the Company after the Tender Offer will be substantially equal to Sistema's and such affiliates' ownership as at the date of the commencement of the Tender Offer.
Key elements of the Tender Offer are:
RUB 4,647,186,170 available to be returned to Shareholders via the purchase of a maximum of 18,368,324 shares of the Company's Common Stock (including shares of Common Stock represented by ADSs), representing a maximum of approximately 0.92 per cent. of the Issued Share Capital of the Company as at January 13, 2017;
Shares of Common Stock may be tendered within a price range of RUB 253.00 to RUB 283.00 per share of Common Stock. RUB 253.00 per share of Common Stock representing a discount of 3.9 per cent., and RUB 283.00 per share of Common Stock represents a premium of 7.5 per cent. to the closing price of RUB 263.35 on January 16, 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; and
the Tender Offer will expire at 10:00 a.m. (Moscow time) on February 15, 2017 for Common Stock and at 5:00 p.m. (New York City time) on February 14, 2017 for ADSs unless the Tender Offer is extended, with proceeds expected to be dispatched to Holders of shares of Common Stock between February 20, 2017 and March 14, 2017, and to ADS Holders on or about February 28, 2017.
The Company announces that the offer to purchase dated January 17, 2017 (the Offer to Purchase ), containing the full terms and Conditions of the Tender Offer, instructions to Shareholders on how to tender their shares of Common Stock (including shares of Common Stock represented by ADSs) should they choose to do so, together with a Common Stock Letter of Transmittal and an ADS Letter of Transmittal, is expected to be distributed to Shareholders on or around January 17, 2017.
A copy of the Offer to Purchase is now available to view on the Company's website at http://www.mtsgsm.com/
Structure of the Tender Offer The Tender Offer will be carried out by the Offeror acquiring the successfully tendered shares of Common Stock (including shares of Common Stock represented by ADSs) at a Strike Price . The Company may decide at some time in future to cancel the shares of Common Stock (including shares of Common Stock represented by ADSs) purchased in the Tender Offer and purchased from Sistema Finance pursuant to a purchase agreement (as described below under Purchases from Sistema ). However, the Company (through its subsidiaries) may hold such shares of Common Stock for a certain period of time (including long-term) due to, among other things, the fact that (i) the cancellation process pursuant to Russian law may be lengthy and (ii) the Company (together with its subsidiaries) may use some or all of the purchased shares of Common Stock for general corporate purposes including for the purposes of obtaining financing for day-to-day operations.
As at the date of the Offer to Purchase, it is proposed that a maximum of 18,368,324 shares of Common Stock (including shares of Common Stock represented by ADSs) be purchased under the Tender Offer, representing approximately 0.92 per cent. of the Company's Issued Share Capital as at January 13, 2017, for a maximum aggregate consideration of RUB 4,647,186,170.
Shareholders can decide whether they want to tender all, some or none of their shares of Common Stock or ADSs in the Tender Offer.
Shareholders can tender their shares of Common Stock (including shares of Common Stock represented by ADSs) in the following ways:
(i)submit a tender at whatever is determined to be the Strike Price (referred to as a Strike Price Tender );
(ii)submit a tender at a single price in the Price Range; or
(iii) submit a tender at different prices in the Price Range (including a Strike Price Tender).
The Strike Price A single price per share of Common Stock will be applied to all shares of Common Stock (including shares of Common Stock representing ADSs) purchased by the Offeror pursuant to the Tender Offer, being the Strike Price.
The Strike Price will be the lowest price
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Mobile TeleSystems Public Joint Stock Company (the Company )
