a. Subject matter of the Transaction:
A purchase of 11,500,100 Class A Shares and 21,940,148 Ordinary Shares, representing 15.2% of the Charter capital and 63.8% voting stake in Mail.Ru Group Limited, a company organized and existing under the laws of the British Virgin Islands under number 655058, with its registered office at Trident Trust Company (BVI), PO Box 146, Road Town, Tortola, British Virgin Islands.
b. Price of the Transaction and payment procedure:
The total price for the Shares shall be 740,000,000 (Seven Hundred and Forty Million) USD payable in any currency as may be agreed by the parties as follows:
US$ 640,000,000 (Six Hundred Forty Million US Dollars), payable at the completion of the Transaction; US$ 100,000,000 (One Hundred Million US Dollars) and interest thereon at a rate of up to 4.38% above LIBOR payable after the first anniversary of the completion of the Transaction (or, if earlier, on any date after 23 December 2017, as selected by the Company).
For the details of the transaction, please refer to the prior announcement made by MegaFon on 23 December 2016:http://corp.megafon.com/investors/news/capital_market_releases/20161223-1000.html
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Notes to Editors
MegaFon PJSC is a leading Russian integrated telecommunication service provider, operating in all segments of the telecommunications markets in Russia, and in the Republics of Abkhazia, South Ossetia and Tajikistan. MegaFon is a recognized market leader in the provision of mobile data services, was the first operator in Russia to launch commercial operation of a third generation (3G) network and was the first operator in the world to launch commercial operation of an LTE-Advanced (4G) data network. MegaFon is traded on the Moscow Exchange and the London Stock Exchange under the symbol MFON. Additional information about MegaFon and the products and services provided by MegaFon can be found at: http://www.megafon.ru
Cautionary Statement Regarding Forward Looking Statements
Some of the information in this document 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” the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only 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 our control. We may not achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof 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.
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