Mobile TeleSystems Public Joint Stock Company (the Company )ANNOUNCEMENT OF PRELIMINARY RESULTS OF TENDER OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN
On October 31, 2016, the Company announced details of a tender offer (the Tender Offer ) to return cash of up to RUB 4,934,527,300/US$78,276,131 to its Holders of shares of Common Stock and ADS Holders ( Shareholders ) and that an Offer to Purchase (the Offer to Purchase ), containing the terms and Conditions of the Tender Offer, was being published on October 31, 2016, as amended by announcement on November 14, 2016. The Company announced today the preliminary results of the Tender Offer, which expired at 10:00 a.m. (Moscow time) on December 1, 2016 for Common Stock and at 5:00 p.m. (New York City time) on November 30, 2016 for ADSs.
Based on the preliminary count by the Common Stock Tender Agent and the ADS Tender Agent, respectively, a total of 1,510,414 shares of Common Stock (including shares of Common Stock represented by ADSs) were properly tendered and not withdrawn by Shareholders. The Tender Offer was not fully subscribed. In accordance with the terms and Conditions of the Tender Offer and based on the preliminary count by the Common Stock Tender Agent and the ADS Tender Agent, respectively, the Offeror expects to accept for purchase a total of 1,510,414 shares of Common Stock (including shares of Common Stock represented by ADSs) at a price per share of Common Stock (referred to as the Strike Price ) of RUB 229.0 per share of Common Stock, for a total cost of RUB 345,884,806. These shares of Common Stock (including shares of Common Stock represented by ADSs) represented approximately 0.08% of the Company's Issued Share Capital as of September 30, 2016.
As described in the Offer to Purchase, in connection with the Tender Offer, the Offeror and Sistema (the Company s majority shareholder) entered into the Sistema Purchase Agreement pursuant to which Sistema agreed not to tender and 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 number of shares that the Offeror purchases in the Tender Offer, such that Sistema s (together with its affiliated entities ) aggregate percentage ownership and voting power in the Company after the Tender Offer would be substantially equal to Sistema s ownership and voting power as at the date of the commencement of the Tender Offer. Based on the 1,510,414 shares of Common Stock (including shares of Common Stock represented by ADSs) the Offeror expects to purchase in the Tender Offer, the Offeror expects to purchase 1,550,495 shares of Common Stock from Sistema under the Sistema Purchase Agreement for an aggregate purchase price of RUB 355,063,355. As such, the Offeror expects to purchase a total of 3,060,909 shares of Common Stock through the Tender Offer and under the Sistema Purchase Agreement at the Strike Price of RUB 229.0 per share, for a total cost of RUB 700,948,161. These shares of Common Stock (including shares of Common Stock represented by ADSs) represented approximately 0.15% of the Company's Issued Share Capital as of September 30, 2016.
The number of shares of Common Stock (including shares of Common Stock represented by ADSs) expected to be purchased in the Tender Offer and under the Sistema Purchase Agreement and the Strike Price are preliminary and subject to change. The preliminary information contained in this announcement is subject to final confirmation by the Common Stock Tender Agent and the ADS Tender Agent and is based on the assumption that all shares of Common Stock tendered will be delivered within the settlement period as set out in the Offer to Purchase. The final number of shares of Common Stock (including shares of Common Stock represented by ADSs) to be purchased in the Tender Offer, the final Strike Price per share and the number of shares of Common Stock expected to be purchased under the Sistema Purchase Agreement will be announced following the expiration of the settlement period as described in the Offer to Purchase and completion by the Common Stock Tender Agent and the ADS Tender Agent of their respective confirmation process. Payment for the shares of Common Stock (including shares of Common Stock represented by ADSs) accepted for purchase pursuant to the Tender Offer, and the return of all other shares of Common Stock (including shares of Common Stock represented by ADSs) tendered and not purchased, will occur thereafter as set out in the Offer to Purchase. The closing of the purchase under the Sistema Purchase Agreement is subject to customary conditions and will occur no earlier than on the eleventh business day and no later than the twenty-first business day following the expiration of the Tender Offer.
Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Offer to Purchase published by the Company on October 31, 2016.
Cautionary Statement This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as anticipate', believe', intend', estimate', expect' and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue i
