Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
August 27 2021 - 12:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities
Exchange Act of 1934
For the month of August,
2021
Commission File Number: 001-15094
Mobile TeleSystems PJSC
(Translation of registrant’s name
into English)
4, Marksistskaya Street
Moscow 109147
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
MTS Announces Board
Decisions
August 27,
2021
MOSCOW,
Russia – Mobile TeleSystems PJSC (“MTS” or “the Company”) (NYSE: MBT; MOEX: MTSS), Russia’s largest
mobile operator and a leading provider of media and digital services, announces decisions taken
by the Company’s Board of Directors (“BoD” or “the Board”).
During
a meeting on August 26, 2021, the Board reached the following decisions:
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To
specify the agenda for the Extraordinary General Meeting of Shareholders (“the EGM”)
scheduled for September 30, 2021 by incorporating the following sub-items into the voting
item concerning reorganization of MTS:
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The separation
of the Company’s passive infrastructure (towers and related assets) into a wholly-owned
subsidiary, Tower Infrastructure Company LLC (“TIC”).
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The
separation of a significant share of the Company’s active network and digital infrastructure
(fixed-line, data center, and cloud computing) into a wholly-owned entity, MWS-1 LLC.
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The
follow-on integration of MWS-1 LLC into the Company’s existing wholly-owned subsidiary
MTS Web Services JSC (“MWS”).
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As
provided for under Russian regulations concerning voting on matters of reorganization, the
Board also decided that owners of MTS ordinary shares voting against the above items or those
who abstain from voting will be eligible to submit their shares for repurchase at the price
of RUB 326.73 per ordinary share, based on the weighted average trading price over the six
months prior to the Board’s decision to call for the EGM.
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In
addition, the Board approved amended versions of the Board’s Regulations on the Audit
Committee; Remuneration & Nomination Committee; Strategy Committee; Committee on
Corporate Governance and Environmental & Social Responsibility (ESG); Special Committee
on Compliance Matters; and Special Project Committee for Co-locating Moscow-based Employees
in a Unified Office Space.
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Additional
materials related to the EGM will be published by August 30, 2021 on the MTS Investor Relations website at:
http://ir.mts.ru/about-mts/corporate-governance/shareholders-meeting/
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For further information, please contact
in Moscow:
Investor Relations Department
Mobile TeleSystems PJSC
Tel: +7 495 223 2025
E-mail: ir@mts.ru
Learn more about MTS. Visit the official
blog of the Investor Relations Department at www.ir.mts.ru/ir-blog
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Mobile
TeleSystems PJSC (“MTS” - NYSE: MBT; MOEX: MTSS), Russia’s leading mobile connectivity and digital services provider,
offers a range of mobile, fixed-line, and digital services. We serve over 80 million mobile subscribers in Russia, Armenia, and Belarus,
and about 9 million customers in Russia of fixed-line services, including fixed voice, broadband internet, and pay-TV. To keep pace with
evolving customer demand, MTS is redefining what telecommunications services are by offering innovative products beyond its core network-related
businesses in various tech segments, including Big Data, financial and banking services, internet of things, OTT, cloud computing, systems
integration and e-commerce. We leverage our market-leading retail network as a platform for customer services and sales of devices and
accessories. MTS maintains its leadership in the Russian mobile market in terms of revenue and profitability. MTS is majority-owned by
Sistema PJSFC. Since 2000, MTS shares have been listed on the New York Stock Exchange and since 2003 - on the Moscow Exchange. For more
information, please visit: www.ir.mts.ru.
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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.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MOBILE TELESYSTEMS PJSC
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By:
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/s/ Vyacheslav Nikolaev
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Name:
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Vyacheslav Nikolaev
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Title:
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CEO
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Date:
August 27, 2021
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