MTS Tender Offer Announcement of Preliminary Results

On January 17, 2017, the Company announced details of a tender offer (the Tender Offer ) to return cash of up to RUB 4,647,186,170/US$77,343,404 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 January 17, 2017, as amended by announcement on February 1, 2017. The Company announced today the preliminary results and proration of the Tender Offer, which expired at 10:00 a.m. (Moscow time) on February 15, 2017 for Common Stock and at 11:59 p.m. (New York City time) on February 14, 2017 for ADSs.

Based on the preliminary count by the Common Stock Tender Agent and the ADS Tender Agent, respectively, a total of 20,381,203 shares of Common Stock (including shares of Common Stock represented by ADSs) were properly tendered and not withdrawn by Shareholders which exceeds the maximum amount of shares of Common Stock which may be purchased and a proration factor will apply. 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 16,024,779 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 290.00 per share of Common Stock, for a total cost of RUB 4,647,185,910. Based on these amounts, the Offeror has calculated that its proration factor is approximately 0.7863. These shares of Common Stock (including shares of Common Stock represented by ADSs) represented approximately 0.80% of the Company's Issued Share Capital as of January 13, 2017.

As described in the Offer to Purchase, in connection with the Tender Offer, the Offeror and Sistema Finance S.A. ( Sistema Finance ), a subsidiary of the Company s majority shareholder Sistema Public Joint Stock Financial Corporation ( Sistema ), entered into the Sistema Purchase Agreement pursuant to which Sistema Finance agreed not to tender and sell any shares 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 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 and such affiliates ownership and voting power as at the date of the commencement of the Tender Offer. Based on the 16,024,779 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 up to 16,041,310 shares of Common Stock from Sistema Finance under the Sistema Purchase Agreement for an aggregate purchase price of up to RUB 4,651,979,900. As such, the Offeror expects to purchase a total of 32,066,089 shares of Common Stock through the Tender Offer and under the Sistema Purchase Agreement at the Strike Price of RUB 290.00 per share, for a total cost of RUB 9,299,165,810. These shares of Common Stock (including shares of Common Stock represented by ADSs) represented approximately 1.60% of the Company's Issued Share Capital as of January 13, 2017.

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 following the expiration of the Tender Offer but during the period from the second to fourth business day following announcement of the final Tender Offer results.

Capitalised terms used in this announcement shall have the same meaning ascribed to them in the Offer to Purchase published by the Company on January 17, 2017, as amended on February 1, 2017.

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, uncertaintie

LINK:	http://www.mtsgsm.com/news/2017-02-15-105330...
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