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EquityStory.RS, LLC-News: PJSC MegaFon / Key word(s): Squeeze Out
PJSC MegaFon: Squeeze-out request made by MegaFon Finance in respect of
ordinary shares of PJSC MegaFon
2019-04-17 / 17:00 MSK
The issuer is solely responsible for the content of this announcement.
*Squeeze-out request made by MegaFon Finance in respect of ordinary shares
of PJSC MegaFon*
Moscow, Russian Federation (17 April 2019) - Public Joint Stock Company
"MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities
("MegaFon" or the "Company"), announces that on 17 April 2019, following
preliminary notice to the Bank of Russia, the Company received from "MegaFon
Finance" LLC ("MegaFon Finance") a squeeze-out request requiring the
shareholders of the Company, other than MegaFon Finance and its affiliates,
to sell all of their ordinary shares of MegaFon to MegaFon Finance
("Squeeze-out Request" and "Squeeze-out", accordingly).
As previously announced at:
https://corp.megafon.com/investors/news/capital_market_releases/20190320-091
5.html [1], pursuant to the mandatory tender offer made by MegaFon Finance
and received by the Company on 27 December 2018, MegaFon Finance acquired
126,246,094 ordinary shares of the Company, which constitutes approximately
20.36% of total outstanding shares of the Company, and, as a result, the
number of shares of the Company held by MegaFon Finance, together with
ordinary shares held by its affiliates, increased to approximately 99.2%
ordinary shares of the Company. Accordingly, MegaFon Finance became entitled
to proceed with a squeeze-out of the remaining shareholders of the Company
pursuant to Article 84.8 of Federal Law No. 208-FZ on Joint Stock Companies
dated 26 December 1995 (as amended) (the "JSC Law").
The squeeze-out price is RUB 659.26 per one ordinary share and will be paid
in cash. Payment of the squeeze-out price will be made in Russian rubles to
the holders of ordinary shares of the Company as at 03 June 2019 (the
"Squeeze-out Record Date") and is expected to be made within no longer than
25 days of such date.
Please note that in accordance with the JSC Law the transfer of the shares
subject to the Squeeze-out to MegaFon Finance will be effected by the
Company's registrar following the payment of the squeeze-out price without
further instructions from the shareholders. The text of the Squeeze-out
Request and other required information will be published on the Company's
website (http://megafon.ru [2]; https://corp.megafon.com/investors/ [3]) in
the manner and within the time periods set forth by the JSC Law.
Pursuant to the JSC Law the squeeze-out price shall be paid in Russian
rubles to holders of ordinary shares of the Company.
The squeeze-out price for the ordinary shares represented by Global
Depositary Receipts ("GDRs") will be transferred to, and received by, The
Bank of New York Mellon, the depositary with respect to the Company's GDR
program (the "GDR Depositary"), as the holder of record of the ordinary
shares underlying the GDRs. It is expected that the GDR Depositary will then
convert the amount so received into US dollars and allocate and transfer the
respective amounts to the GDR holders, in each case pursuant to and in
accordance with the terms and conditions of the Deposit Agreement between
the GDR Depositary and MegaFon, dated 24 August 2012, as amended by
supplemental agreements dated 2 June 2014 and 28 May 2015 (the "Deposit
Agreement") and subject to payment by GDR holders of the fees pursuant to
the terms and conditions of the Deposit Agreement.
The GDR holders wishing to receive the payment for the shares subject to the
Squeeze-out in Russian rubles on the terms described in the Squeeze-out
Request should be able to do so provided that they open the securities
accounts to record rights to the ordinary shares of MegaFon and bank
accounts to receive the payment in Russian rubles, surrender and cancel the
GDRs held by them and take the delivery of the respective underlying
ordinary shares of the Company, in each case prior to the Squeeze-out Record
Date. Please note that the surrender and cancellation of the GDRs is subject
to the payment of the relevant fees to the GDR Depositary and the other
provisions of the Deposit Agreement.
The GDR holders should make their own decision as to whether to surrender
and cancel their GDRs and receive the underlying ordinary shares prior to
the Squeeze-out Record Date. Prior to making any decision the GDRs holders
should carefully read and consider the terms and conditions of the
Squeeze-out Request and Article 84.8 of the JSC Law as well as other
information in respect of the Squeeze-out which will be available on the
Company's website. GDR holders are urged to consult their legal, financial
and tax advisers if they have any questions in relation to the Squeeze-out.
*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
Director 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 Squeeze-out Request received by the Company._
_The final terms of the Squeeze-out are contained in the Squeeze-out
Request. Investors and shareholders in MegaFon are strongly advised to read
the Squeeze-out Request and related materials as soon as they have been
published, as these will contain important information. _
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 made
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.
_Any information in this press release in respect of GDRs is addressed in
the Russian Federation solely to persons who are "qualified investors" as
defined in Federal Law No. 39-FZ on the Securities Market dated 22 April
1996 (as amended)._
_MegaFon is a company organized under the laws of the Russian Federation.
The Squeeze-out Request is made solely pursuant to Russian law. The
Squeeze-out is not made or intended to be made pursuant to the provisions of
any other law. The Squeeze-out will be subject to disclosure and procedure
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 Squeeze-out 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.
2019-04-17 MSK Dissemination of a Corporate News, transmitted by
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801321 2019-04-17 MSK
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=d93a166bfb0744c36f1be1dbfb235636&application_id=801321&site_id=vwd&application_name=news
2: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=538f4c5cf8b73f7d69a9ce95a8d7b1da&application_id=801321&site_id=vwd&application_name=news
3: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=3233ff353d096de995851e2867f0df9f&application_id=801321&site_id=vwd&application_name=news(END) Dow Jones Newswires
April 17, 2019 10:00 ET (14:00 GMT)
