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, 2022
Commission File
Number: 001-15094
Mobile TeleSystems
Public Joint Stock Company
(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): ¨
Press Release
MTS
Notifies on Automatic conversion of ADRs
August 16,
2022
MOSCOW,
Russia – Mobile TeleSystems Public Joint Stock Company (“MTS” or “the Company”) (MOEX: MTSS), Russia’s
largest mobile operator and a leading provider of media and digital services, announces that today it has filed an application with J.P.
Morgan Bank International of the launch of MTS ADR automatic conversion into ordinary shares under the current Russian legislation1.
J.P. Morgan Bank International is the Russian depositary which accounts for American Depositary Receipts (ADR) of MTS under MTS ADR Program
held by JPMorgan Chase Bank, N.A. (JPMorgan).
During
the automatic conversion process, all Russian depositaries that currently account for ADRs will write ADRs off from the holders' accounts
and credit MTS ordinary shares instead. No action is required on the part of ADR holders, independently on if they are residents or non-residents
of Russian Federation. The entire conversion process should take approximately 3 weeks, starting from August 16, 2022.
ADR
holders can also apply for compulsory conversion with regard to ADRs, if those are in the custody of foreign depositories and if the
holders are due to restrictions, unable to carry out the conversion in any other way. To do this, they should, no later than October 11,
2022, file a request to J.P. Morgan Bank International with a free-form application. It is also required to attach any available documents
evidencing the possession of receipts as well as any other relevant information. J.P. Morgan Bank International is obliged to refuse
on carrying out the forced conversion to all applied holders if the applications indicate a greater number of MTS shares than is available
on the custody account of depository programs. In the course of the compulsory conversion the ADR holders shall receive the MTS ordinary
shares in the custody account with J.P. Morgan Bank International. Please note that the right to dispose of the shares received through
compulsory conversion is temporarily restricted by the Bank of Russia’s prescription. The compulsory conversion shall be carried
out no later than October 25, 2022.
[1]
Federal Law N 319-FZ On Amendments to Certain Legislative Acts of the Russian Federation, dated 14 July 2022, Decision of the Bank
of Russia’s Board of Directors On Adopting the Procedure for the Automatic Conversion of Foreign-Issuer Securities that Certify
Rights to Russian-Issuer Shares into Russian-Issuer Shares, dated 22 July 2022.
*
* *
For further information, please contact
in Moscow:
Investor Relations Department
Mobile TeleSystems Public Joint Stock Company
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
* *
*
Mobile
TeleSystems Public Joint Stock Company (“MTS” – MOEX: MTSS) is Russia’s largest mobile operator and a leading
provider of network-native digital services. 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 88 million mobile subscribers using MTS services across
the company’s operations in Russia, Armenia, and Belarus, including around 80 million subscribers in Russia alone. In addition,
MTS has a nationwide network of more than 5,600 owned and franchised retail outlets in Russia, and provides nearly 10 million households
with broadband, TV, and/or fixed-line telephone connectivity. MTS is majority-owned by Sistema PJSFC, a publicly-traded Russian investment
company. 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.
* *
*
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 harbour 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 the ongoing geopolitical situation relating to the conflict in Ukraine,
the expansion of sanctions imposed on the Russian Federation by the United States, European Union and United Kingdom, volatility in interest
and exchange rates (including the decline in the value of the Russian ruble against the U.S. dollar and the euro), 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.
*
* *
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 PUBLIC JOINT STOCK COMPANY |
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By: |
/s/
Vyacheslav Nikolaev |
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Name: |
Vyacheslav
Nikolaev |
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Title: |
CEO |
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Date:
August 16, 2022 |
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