MOSCOW, RUSSIA – EQS – 10 January 2019 – Public Joint Stock Company “MegaFon” (MoEx: MFON), a pan-Russian operator of digital opportunities (“MegaFon” or the “Company”), announces that on 9 January 2019, the Company’s Board of Directors (the “Board of Directors”) considered and approved recommendations in respect of the mandatory tender offer (the “Mandatory Tender Offer”) made by “MegaFon Finance” LLC (“MegaFon Finance”) to acquire securities (ordinary registered uncertified shares) of MegaFon, in the amount of 131,212,843 shares of the Company at a price of RUB 659.26 per one ordinary share (the “Purchase Price”).
As previously announced: http://corp.megafon.com/press/news/20181227-1030.html, the Company received the Mandatory Tender Offer on 27 December 2018, following the expiration of the period for statutory review of the Mandatory Tender Offer by the Bank of Russia. MegaFon Finance and its affiliate, LLC AF Telecom Holding, hold in aggregate 78.84% of the ordinary shares of the Company. The Mandatory Tender Offer was made for 131,212,843 ordinary shares of the Company held by the remaining shareholders at the Purchase Price.
The Board of Directors considers that the Purchase Price is justified and complies with the requirements of Federal Law No. 208-FZ on Joint Stock Companies dated 26 December 1995, as amended (the “JSC Law”). In particular, in reviewing the Purchase Price, the Board of Directors considered, among other things, the fact that the Purchase Price exceeds the average weighted price of one ordinary share of the Company on Moscow Exchange over a period of six months preceding the date of filing of the Mandatory Tender Offer with the Bank of Russia which according to the information provided by Moscow Exchange was RUB 570.50 per one ordinary share; and that, pursuant to the information contained in the Mandatory Tender Offer document, the Purchase Price corresponds to the maximum price at which MegaFon Finance or its affiliates acquired or assumed an obligation to acquire the ordinary shares of the Company during a period of six months preceding the date of submission of the Mandatory Tender Offer to the Company.
The performance by MegaFon Finance of its obligation to pay for the purchased Shares is secured by a bank guarantee issued by Gazprombank (Joint Stock Company) in respect of the total amount of the purchase price, and if MegaFon Finance defaults on its obligation to pay for the shares acquired pursuant to the Mandatory Tender Offer, the shareholders may demand payment under the bank guarantee.
Based on the information considered by it, including the information above, the Board of Directors recommended that the Company’s shareholders accept the Mandatory Tender Offer.
The Board of Directors draws the attention to the fact that the market price of the shares of the Company may be subject to wide fluctuations in response to a number of circumstances, which are beyond the Company’s control, including in response to micro- and macro-economic factors, changes in the prices of the Company’s products and services rendered by the Company, changes in the profitability of the Company’s business, estimates of analysts, amendments to applicable legislation, decrease of the number of securities of the Company trading on the organised securities markets as a result of the acquisition of shares pursuant to the Mandatory Tender Offer or other events or circumstances.
The Mandatory Tender Offer will remain open for 70 days from the date of receipt of the Mandatory Tender Offer by the Company (i.e., from 28 December 2018 to 7 March 2019, inclusive). The Mandatory Tender Offer, including the recommendations of the Board of Directors in respect of the Mandatory Tender Offer, will be communicated to the shareholders of the Company to whom it is addressed, according to the procedure set forth by the JSC Law and the charter of the Company for notifying of the general shareholders’ meeting, i.e. by posting it on the Company’s website at http://megafon.ru on the page used by the Company for the purposes of disclosure pursuant to the requirements of the Russian legislation (http://corp.megafon.com/; http://corp.megafon.com/investors/; http://corp.megafon.com/investors/stock_and_capital/mandatory_tender_offer/).
In accordance with the provisions of the JSC Law the mandatory tender offer is made to the shareholders — holders of ordinary shares of the Company. The holders of Global Depositary Receipts representing the ordinary shares of the Company (“GDRs”) should be able to participate in the Mandatory Tender Offer following the cancellation of the GDRs held by them, receipt of the respective number of the underlying ordinary shares, and submission of the application to sell the securities (ordinary shares) pursuant to the Mandatory Tender Offer, on the terms and conditions of the Mandatory Tender Offer and within the applicable deadlines.
Pursuant to the JSC Law a shareholder has a right, but not an obligation, to accept the Mandatory Tender Offer. Shareholders should make their own decision as to whether to sell their shares pursuant to the Mandatory Tender Offer and, if so, how many shares to sell. Prior to making any decision to sell their shares pursuant to the Mandatory Tender Offer, the shareholders of MegaFon should carefully read and consider the terms and conditions of the Mandatory Tender Offer and Articles 84.2 and 84.3 of the JSC Law as well as the Information Letter in Relation to the Mandatory Tender Offer and the recommended form of an application to sell ordinary shares of PJSC “MegaFon” available on the MegaFon’s website at http://corp.megafon.com/investors/stock_and_capital/mandatory_tender_offer/. Shareholders of MegaFon are urged to consult with their financial and tax adviser, and legal counsel if they have any questions in relation to the Mandatory Tender Offer.
This press release is 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 of that jurisdiction.
This press release is for informational purposes and shall not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation will be made only by means of the Mandatory Tender Offer document received by the Company.
The final terms of the Mandatory Tender Offer are contained in the Mandatory Tender Offer document received by the Company. Investors and shareholders in MegaFon are strongly advised to read the Mandatory Tender Offer document and related materials as soon as they have been published, as these will contain important information. In considering the Mandatory Tender Offer, MegaFon security holders should rely only on the information contained in the Mandatory Tender Offer document.
This announcement, and any investment activity to which it relates, is available only to (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth companies falling within Article 49(2) (a) to (d) of the Order, or (iv) persons within the scope of Article 43 of the Order, or (v) any other persons to whom it may otherwise be lawfully mad under the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this announcement relates will only be available to and will only be engaged with, the relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
MegaFon is a company organised under the laws of the Russian Federation. The Mandatory Tender Offer is made solely pursuant to Russian law. The Mandatory Tender Offer is not made or intended to be made pursuant to the provisions of any other law. The Mandatory Tender Offer will be subject to disclosure and procedural requirements of Russia which are different from those of the United States.
The release, publication or distribution of this press release and any other documentation relating to the Mandatory Tender Offer in jurisdictions other than Russia, the UK or the US may be affected by the laws or regulations of relevant jurisdictions. Any persons who are subject to the laws and regulations of any jurisdiction other than Russia, the UK or the US should inform themselves of and observe any applicable requirements.
Cautionary Statement Regarding Forward Looking Statements
Some of the information in this press release may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as “expect”, “believe”, “anticipate”, “estimate”, “forecast”, “intend”, “will”, “could”, “may”, or “might”, including the negative form of such verbs or other similar expressions. These statements are predictions, and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond control of the Company. These plans or predictions may fail to be achieved or accomplished. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date of this press release or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, as well as many other risks specifically related to the Company and its business and operations.