Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS” or “the Company” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, announces that on April 1, 2011 the record of termination of COMSTAR – United TeleSystems JSC (“Comstar” – LSE: CMST) as a separate legal entity was entered into the Unified State Register thereby completing the merger of Comstar into MTS. In accordance with the terms of the merger, qualifying holders of Comstar ordinary shares received MTS ordinary shares at an exchange ratio of 0.825 MTS ordinary shares for each Comstar ordinary share. A total of 98,853,996 Comstar shares were converted into existing MTS treasury shares as well as newly issued MTS shares. As a result, MTS’ charter capital increased by 73,087,006 ordinary shares to a total of 2,066,413,144 ordinary shares. The state registration number of the newly issued MTS shares is 1-01-04715-À-002D.
It is expected that the Federal Financial Markets Service of Russia (“FFMS”) will register the share issuance report with respect to the newly issued MTS shares on or about April 22, 2011. Following the registration, MTS will file the necessary documents with the Moscow Interbank Currency Exchange (“MICEX”) to allow additional shares to be listed on the exchange. Subject to the satisfaction of all listing conditions, it is expected that trading of additional shares on MICEX will commence in May 2011. The additional share issue will trade on MICEX under another ticker symbol for a period of 3-months as stipulated by Russian law after which it will merge with the Company’s main issue (state registration 1-01-04715-A).
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For further information, please contact:
Joshua B. Tulgan Director, Investor Relations Acting Director, Corporate Finance
Department of Investor Relations Mobile TeleSystems OJSC 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.mtsgsm.com/blog/
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Important Information
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of MTS or Comstar or any of their subsidiaries, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of MTS or Comstar any of their subsidiaries.
This document is not for distribution, directly or indirectly, in or into Australia, Canada, Japan or any jurisdiction where release, publication or distribution, in whole or in part, would constitute a violation of the relevant laws of that jurisdiction. This document is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”). MTS securities to be issued in exchange for Comstar securities in connection with the Merger have not been, and will not be, registered under the Securities Act and subject to certain exceptions, may not be offered or sold within the United States. There will be no public offer in the United States.
This communication is being distributed to and is directed only at (A) persons within a member state of the European Economic Area who are a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and any relevant implementing provisions or (B)(i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order and (iv) any other persons to whom this communication may lawfully be communicated in the United Kingdom (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Information contained herein is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement or offering of securities in Russia within the meaning of Russian securities laws.
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