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Mobile TeleSystems

February 4, 2011

Termination of the Offer to Purchase in respect of the Notes due 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY. OTHER OFFER AND DISTRIBUTION RESTRICTIONS APPLY.

Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS”– NYSE: MBT), the leading telecommunications provider in Russia and the CIS, announces that effective immediately, it is terminating the Tender Offer and related solicitation of Consents (together, the “Offer”) with respect to the $400 million 8.00% notes due January 28, 2012 (the “Notes”) issued by Mobile TeleSystems Finance S.A. The Offer was made on the terms and subject to the conditions set out in the Offer to Purchase and Consent Solicitation Statement dated January 24, 2011 (the “Offer to Purchase”). As a result, MTS will not accept any Notes for purchase pursuant to the Offer.

Any Notes in respect of which delivery instructions have been submitted prior to this announcement will be unblocked in the relevant clearing system.

As previously announced on January 28, 2011, MTS was notified by Mobile TeleSystems Finance S.A. (“MTS Finance”), a wholly owned subsidiary of MTS, that MTS Finance was served with a freezing order issued by the English High Court of Justice on January 26, 2011 (the “Order”). Although MTS does not believe that the Order applies to or should prevent the Offer, the Offer is being terminated due to concerns related to its timely administration in view of the Order. MTS continues to consider further actions with respect to the Notes.

The table below sets forth the Common Code, ISIN, CUSIP and outstanding principal amount of the Notes:

Common code

 

- Regulation S

021121649

- Rule 144A

021121568

ISIN

 

- Regulation S

XS0211216493

- Rule 144A

US60741AAF21

CUSIP

 

- Regulation S

L64395 AJ 2

- Rule 144A

60741A AF 2

Outstanding principal amount

$400,000,000

 

* * *

Capitalized terms used and not otherwise defined in this announcement have the meaning given to them in the Offer to Purchase.

The distribution of this notice in certain jurisdictions may be restricted by law. Persons into whose possession this notice come are required to inform themselves about, and to observe, any such restrictions.

Russian Federation

Neither the Offer nor any tender in response to the Offer is an offering of securities in the terms of Article 51.1 of the law of the Russian Federation No. 39-FZ On Securities Market dated 22 April 1996 (as amended). Nothing in the Offer shall constitute, or be interpreted as, offering or advertising of securities, or shall be deemed contemplating placing or circulation of securities in the Russian Federation under applicable Russian laws.

Italy

The Offer is not being made, directly or indirectly, in the Republic of Italy (“Italy”). The Offer has not been submitted to the clearance procedures of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent such Noteholders are located in Italy, the Offer is not available to them and neither this Offer nor any other documents or materials relating to the Offer or the Notes may be distributed or made available in Italy as part of a public purchase or exchange offer (offerta pubblica di acquisto o di scambio) (as defined in Article 1, paragraph 1(v) of Italian Legislative Decree No. 58 of 24 February 1998, as amended) from which no applicable exemption is available (a “Non-exempt Offer in Italy”).

United Kingdom

The communication of this notice and any other documents or materials relating to the Offer are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this notice nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids and as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together the “Belgian Public Offer Law”), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and no documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” as referred to in Article 10, of the Belgian Public Offer Law (as amended from time to time) acting on their own account. Insofar as Belgium is concerned, the Offer has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in documents relating to the Offer may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this notice nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (Investisseurs Qualifiès) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monetaire et Financier, are eligible to participate in the Offer.

Documents relating to the Offer have not been and will not be submitted for clearance to the Autorite des Marches Financiers.

 

 

 

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