MTS Announces the Extension of the Tender Offer to shareholders for its ordinary shares until June 18
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Tender Offer Memorandum dated April 27, 2024 (the ‘‘Tender Offer Memorandum’’) issued by LLC “Stream Digital” (the ‘‘Purchaser”), available at a dedicated webpage:
https://ir.mts.ru/tender_offer
MTS ANNOUNCES THE EXTENSION OF THE TENDER OFFER TO SHAREHOLDERS FOR ITS ORDINARY SHARES UNTIL JUNE 18
• The Company announced a Tender Offer for up to 83,932,026 MTS shares (4.2% of all MTS shares) to provide investors additional options to exit their investments in MTS on April 27, 2024
• Due to a substantial number of enquiries from non-resident Shareholders in relation to the Tender Offer and to allow investors additional time to submit the required documentation the Company made a decision to extend the Tender Offer deadline until June 18, 2024 from the original May 28, 2024 deadline
• The Company announces that an extract from the minutes of the meeting of the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation, relating to the Tender Offer, has been received.
Moscow, Russia. May 27, 2024: MTS PJSC (MOEX: MTSS; MTS, the Company), a digital ecosystem, notifies that LLC “Stream Digital” (the “Purchaser”) is extending the deadline for the Tender Offer to shareholders from May 28 until June 18, 2024. Consequently, other deadlines relating to the Tender Offer are extended accordingly as set out in the timetable below. The Purchaser, a direct wholly owned subsidiary of MTS, announced a Tender Offer inviting holders of ordinary shares in the Company (ISIN: RU0007775219) (the “Shares”), including JPMorgan Chase Bank, N.A., in its capacity as depositary for the depositary receipt programme in respect of the Shares (the “Shareholders”), to tender for cash up to 83,932,026 Shares, or up to 4.2% of all Shares outstanding (the “Tender Offer”) on April 27, 2024.
The Company announces that the Purchaser decided to extend the deadline for its Tender Offer after it received a substantial number of enquiries from certain Shareholders in order to provide investors with sufficient time to submit the required documentation.
The Tender Offer size and the purchase price of RUB 95.0 per Share (the “Purchase Price”) have been set in accordance with the approval granted by the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation (the “Government Commission”).
The Company announces that the Purchaser has received an extract from the minutes of the meeting of the Government Commission, relating to the Tender Offer and based on it Tender Offer participants may benefit from certain exemptions, including:
• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account will be able to tender their Shares;
• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account and whose Shares have been tendered and accepted for purchase by the Purchaser in the Tender Offer will be able to transfer such Shares to the Depo Account of the Purchaser; and
• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account and whose Shares have been acquired by the Purchaser in the Tender Offer will be able to receive the total Purchase Price for such Shares in Russian rubles or, with respect to non-resident Shareholders only, any Alternative Currency in their bank accounts in the Russian Federation or abroad.
Other terms and conditions of the Tender Offer, previously announced on April 27, remain unchanged.
Expected Timetable of the Tender Offer
DAY EVENT
27 April 2024 Announcement of the Tender Offer and commencement of the Tender Offer period
12:00 p.m., Moscow time on 18 June 2024 Deadline for submission of Tender Instructions by Shareholders (the Expiration Time)
By 24 June 2024 Announcement of the results of the Tender Offer and pro-ration (if any) (within 4 Business Days following the Expiration Time)
25 June 2024 Dispatch of the accepted Tender Instructions specifying the number of Shares to be purchased by the Purchaser from the relevant Shareholder countersigned by the Purchaser (the Agreement Date). The Agreement Date will be specified by the Purchaser on the last page of the Tender Instruction
25 June 2024 – 2 July 2024 Transfer of Shares accepted for purchase to the Purchaser (by no later than the fifth Business Day following the Agreement Date)
2 July 2024 – 9 July 2024 Payment of the Purchase Price for Shares accepted for purchase and transferred to the Purchaser (by no later than the fifth Business Day following receipt of the Shares by the Purchaser pursuant to the applicable Tender Instruction)
On or about 10 July 2024 Announcement of completion of the Tender Offer (as soon as reasonably practicable upon completion of settlement procedures with respect to the sale and purchase of Shares accepted for purchase by the Purchaser)
Please refer to the Tender Offer Memorandum for a description of the procedure for participating in the Tender Offer. All the announcements with respect to the Tender Offer, as well as the relevant documentation will be available at a dedicated webpage:
https://ir.mts.ru/tender_offer
Questions and requests for assistance in connection with the Tender Offer, tendering procedures and payments for tendered Shares may be directed to the Tender and Paying Agent at tender@mtsgsm.com.
For further information, please contact:
To notify about your interest in the Tender Offer, or if you have any questions and requests for assistance in connection with the procedures for submitting applications to sell the Shares pursuant to the Tender Offer, please contact the Purchaser during business hours at:
Investor Relations Department
Email: ir@mts.ru
Telephone: 7 (495) 223-20-25
Corporate Finance and Treasury Director
Alexander Smirnov
Email: kazna@mts.ru
Media Inquiries
Head of Media relations MTS
Irina Deryugina
E-mail: Irina.Deryugina@mts.ru
EM
tender-mts@em-comms.com
About MTS
Mobile TeleSystems Public Joint Stock Company (“MTS” – MOEX: MTSS) is Russia’s ecosystem providing network-native digital services and largest mobile operator. The company offers a full range of solutions for consumers and business customers across wireless and wireline connectivity; over-the-top, linear, and satellite television; digital-first banking and financial services; as well as unified communications, cloud computing and IoT. There are more than 86 million mobile subscribers using MTS services across the company’s operations in Russia and Belarus, including more than 81 million subscribers in Russia alone. In addition, MTS has a nationwide network of more than 4,400 owned and franchised retail outlets in Russia, and provides nearly 10 million clients with broadband, TV, and/or fixed-line telephone connectivity, over 13 million users – with OTT and pay TV services. The number of ecosystem clients exceeds 15 million. MTS’s shares are listed on the Moscow Exchange under the ticker MTSS. For more information, please visit the company’s Investor Relations website at ir.mts.ru.
Forward-looking statements
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THE INFORMATION CONTAINED HEREIN IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS, A PROSPECTUS EQUIVALENT OR KEY INFORMATION DOCUMENT. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION CONTAINED HEREIN IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS. LLC “STREAM DIGITAL” (THE “PURCHASER”) IS NOT MAKING THE TENDER OFFER TO, AND WILL NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THE INFORMATION CONTAINED IN THE TENDER OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE SHAREHOLDERS AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER (‘OFERTA’) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR VOLUNTARY OFFER OR MANDATORY OFFER UNDER THE LAW OF THE RUSSIAN FEDERATION "ON JOINT STOCK COMPANIES", OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW. THE TENDER OFFER DOES NOT CONSTITUTE THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THE TENDER OFFER MEMORANDUM NOR ANY PURCHASE OF SHARES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. SOME OF THE INFORMATION CONTAINED HEREIN MAY CONTAIN FORWARD-LOOKING STATEMENTS. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, THAT ARE INCLUDED HEREIN THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT THE PURCHASER OR PJSC MTS (“MTS”) EXPECTS OR ANTICIPATES TO OCCUR IN THE FUTURE ARE FORWARD-LOOKING STATEMENTS. ANY SUCH FORWARD-LOOKING STATEMENT INVOLVES UNCERTAINTIES WHICH COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENT. NEITHER THE PURCHASER NOR MTS MAKES ANY REPRESENTATION, WARRANTY OR PREDICTION THAT THE RESULTS ANTICIPATED BY SUCH FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED, AND SUCH FORWARD-LOOKING STATEMENTS REPRESENT, IN EACH CASE, ONLY ONE OF MANY POSSIBLE SCENARIOS AND SHOULD NOT BE VIEWED AS THE MOST LIKELY OR STANDARD SCENARIO. ACCORDINGLY, THE SHAREHOLDERS OF MTS SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE ON WHICH IT IS MADE, AND, SUBJECT TO APPLICABLE LAW, NEITHER THE PURCHASER NOR MTS UNDERTAKES ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH IT IS MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.