MOSCOW, June 6, 2016 /PRNewswire/ --
PJSC MTS (NYSE: MBT, MOEX: MTSS), the leading telecommunications
operator in Russia, announces that
it has amended its Depositary Agreement to provide MTS's depositary
bank, JPMorgan Chase Bank, N.A., (the "Depositary"), the ability to
accept additional deposits of up to 87,929,284 MTS shares (the
"Shares") represented by 43,964,642 additional American Depositary
Shares (the "ADSs") on an equitable basis.
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Under recent changes to its Depositary Agreement, MTS and its
Depositary have established procedures to process future deposits
to provide equal opportunity for interested investors to deposit
Shares under the Depositary Agreement. During the period from
09:00 EST (New York City time) on June 9, 2016, through 17:00 EST June 16,
2016, the Depositary will accept binding indications of
interest through the proper completion and timely submission of a
form of application which may be downloaded at
https://www.adr.com/Home?cusip=607409109. The full text of the
amendment to the Depositary Agreement is available on the website
of the U.S. Securities and Exchange Commission at
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001115837&owner=include&count=40&hidefilings=0
Upon the completion of the application window indicated above,
the Depositary will determine if all or a portion of the Shares
included in the binding indications of interest that were properly
and timely submitted may be deposited with the Depositary's account
with Sberbank of Russia (the
"Custodian"), the Depositary's custodian bank in order to receive
ADSs. If in aggregate the number of Shares indicated in all
of the accepted binding indications is not more than 87,929,284,
investors whose binding indications were accepted will be advised
accordingly by the Depositary and will be obligated to comply with
the provisions of the Deposit Agreement regarding the issuance of
ADSs and promptly deliver that number of Shares indicated in such
investor's binding indication to the Custodian. To the extent
the number of Shares sought to be deposited based upon all binding
indications properly and timely received during the indication
period exceeds 87,929,284 Shares, the number of Shares accepted for
deposit from such binding indications shall be reduced by the
Depositary on a pro rata basis. Each investor whose binding
indication was pro rata accepted will be advised by the Depositary
of the number of Shares required to be deposited by such investor,
each of whom will be obligated to comply with the provisions of the
Deposit Agreement regarding the issuance of ADSs and to promptly
deliver to the Custodian for deposit under the Deposit Agreement
the exact number of Shares indicated by the Depositary.
Deliveries of Shares shall be required within three (3)
business days of the date on which the Depositary first notifies
the investor that all or a portion of such investor's binding
indication has been accepted.
For every two (2) Shares accepted by the Depositary for deposit
at the Custodian, the depositing investor (or such person or entity
directed by such depositing investor) will receive one (1) ADS.
Learn more about MTS. Visit the official blog of the Investor
Relations Department at www.mtsgsm.com/blog/
For further information, please contact in Moscow:
Joshua B. Tulgan
Director, Department of Corporate Finance and Investor
Relations
Mobile TeleSystems PJSC
Tel: +7 495 223 2025
E-mail: ir@mts.ru
Mobile TeleSystems PJSC ("MTS" - NYSE:MBT; MOEX:MTSS) is the
leading telecommunications group in Russia, Central and Eastern Europe. We provide wireless
Internet access and fixed voice, broadband and pay-TV to over 100
million customers who value high quality of service at a
competitive price. Our wireless and fixed-line networks deliver
best-in-class speeds and coverage throughout Russia, Ukraine, Armenia, Turkmenistan, Uzbekistan and Belarus. To keep pace with evolving customer
demand, we continue to grow through innovative products,
investments in our market-leading retail platform, mobile payment
services, e-commerce and IT solutions. For more information, please
visit: www.mtsgsm.com.
Any investor who wishes to deposit Shares in return for ADSs should
not consider any information in this announcement or the amendmetns
to the Deposit Agreement to be investment, legal or tax advice. An
investor should consult its own legal counsel, financial adviser,
accountant and other advisors for legal, tax, business, financial
and related advice regarding submitting an indication of interest
for and receiving any ADSs. Neither MTS nor the Depositary makes
any representation to any investor who receives the ADSs regarding
the legality of the receipt of the ADSs by such investor under any
securities, investment or similar laws which may be applicable to
such investor.
Some of the information in this press release may contain
projections or other forward-looking statements regarding future
events or the future financial performance of MTS, as defined in
the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. You can identify forward looking
statements by terms such as "expect," "believe," "anticipate,"
"estimate," "intend," "will," "could," "may" or "might," and the
negative of such terms or other similar expressions. We wish
to caution you that these statements are only predictions and that
actual events or results may differ materially. We do not undertake
or intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. We refer you to the documents
MTS files from time to time with the U.S. Securities and Exchange
Commission, specifically the Company's most recent Form 20-F. These
documents contain and identify important factors, including those
contained in the section captioned "Risk Factors" that could cause
the actual results to differ materially from those contained in our
projections or forward-looking statements, including, among others,
the severity and duration of current economic and financial
conditions, including volatility in interest and exchange rates,
commodity and equity prices and the value of financial assets; the
impact of Russian, U.S. and other foreign government programs to
restore liquidity and stimulate national and global economies, our
ability to maintain our current credit rating and the impact on our
funding costs and competitive position if we do not do so,
strategic actions, including acquisitions and dispositions and our
success in integrating acquired businesses, potential fluctuations
in quarterly results, our competitive environment, dependence on
new service development and tariff structures, rapid technological
and market change, acquisition strategy, risks associated with
telecommunications infrastructure, governmental regulation of the
telecommunications industries and other risks associated with
operating in Russia and the CIS,
volatility of stock price, financial risk management and future
growth subject to risks.