MTS ANNOUNCES COMPLETION OF THE TENDER OFFER TO SHAREHOLDERS FOR ITS SHARES

July 10, 2024

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 COMPLETION OF THE TENDER OFFER TO SHAREHOLDERS FOR ITS SHARES

  • As part of the Tender Offer, 26,155,547 MTS Shares, representing 1.31% of total issued shares, were purchased by the Company
  • The Tender Offer ran between April 27, 2024 and June 18, 2024

Moscow, Russia. July 10, 2024: MTS PJSC (MOEX: MTSS; MTS, the Company), a digital ecosystem, notifies that as part of the Tender Offer 26,155,547 Shares, representing 1.31% of total issued Shares, for a total amount of 2.48 billion rubles were purchased by MTS’s wholly owned subsidiary LLC “Stream Digital” (the “Purchaser”).


The Shares were transferred to the Purchaser pursuant to the Tender Offer, including by Shareholders who held them through Euroclear Bank SA/NV. The aggregate Purchase Price sent to the Shareholders who sold Shares in the Tender Offer in Russian ruble equivalent is 2,484,776,965 Russian rubles. The relevant payments have been made in euros.
Investors from the US, Great Britain, the EU and Asia took part in the Tender offer.


The Purchaser reminds that the obtained approval allows the Shares to be additionally purchased from non-resident Shareholders of MTS. The Purchaser may consider in the future different options for purchase of Shares from MTS Shareholders who for any reason did not participate in the Tender Offer, including the completion of another tender offer and/or bilateral transactions to purchase the Shares at a purchase price no more than 95.0 rubles per Share as set in accordance with the approval granted by the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation.


General Information About the Tender Offer:
The Purchaser, a direct wholly owned subsidiary of MTS, announced a Tender Offer inviting holders of ordinary Shares, including JPMorgan Chase Bank, N.A., in its capacity as depositary for the depositary receipt programme in respect of the Shares, to tender for cash up to 83,932,026 Shares, or up to 4.2% of all Shares outstanding on April 27, 2024. Investors had until June 18, 2024 to take part in the Tender Offer.


As disclosed on June 24, a total of 26,253,646 Shares were validly tendered by the Shareholders in the Tender Offer, which represents approximately 1.31% of total issued Shares.

The Tender Offer size and the purchase price of RUB 95.0 per Share have been set in accordance with the approval granted by the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation.

All the announcements with respect to the Tender Offer, as well as the relevant documentation are available at a dedicated webpage:
https://ir.mts.ru/tender_offer

Questions and requests for assistance in connection with the Tender Offer and payments for tendered Shares may be directed to the Tender and Paying Agent at tender@mtsgsm.com.
 

For further information, please contact:
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.