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EquityStory.RS, LLC-News: PJSC MegaFon / Key word(s): Statement/Tender Offer
PJSC MegaFon: Board of Directors of PJSC 'MegaFon' approved recommendations
in respect of the mandatory tender offer for the purchase of ordinary shares
of PJSC 'MegaFon' made by 'MegaFon Finance' LLC
2019-01-10 / 10:00 MSK
The issuer is solely responsible for the content of this announcement.
*Board of Directors of PJSC "MegaFon" approved recommendations in respect of
the mandatory tender offer for the purchase of ordinary shares of PJSC
"MegaFon" made by "MegaFon Finance" LLC*
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.ru/investoram/?_ga=2.134089163.472446113.1545736506-132
0571409.1537433205; http://corp.megafon.ru/investoram/stock/mto/).
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.ru/investoram/stock/mto/. 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.
*For More Information:*
PJSC "MegaFon"
Investors: Dmitry Kononov
Director for Investor Relations and M&A Tel: +7 926 200-64-90
dkononov@megafon.ru
Media: Artem Lebedev
Head for Corporate Communications Tel: +7 925 696-06-77
artem.lebedev@megafon.ru
Important Information
_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
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January 10, 2019 02:00 ET (07:00 GMT)
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