|The shareholders registered in the shareholders’ register of MegaFon|
|The shareholders that are not registered in the shareholders’ register of MegaFon and whose rights to the Shares are recorded by nominee holders|
|Information for the holders of GDR|
On 17 April 2019, Public Joint Stock Company “MegaFon” (“MegaFon” or 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 (“Shares” and “Squeeze-out Request”, accordingly).
Squeeze-out Request and additional information for the shareholders of MegaFon:
The Squeeze-out Request was made pursuant to Article 84.8 of Federal Law No. 208-FZ on Joint Stock Companies dated 26 December 1995 (the “JSC Law”).
As of the date on which the Squeeze-out Request was received by the Company, MegaFon Finance, together with its affiliates, held approximately 99.2% of the total outstanding Shares.
The squeeze-out price: RUB 659.26 per Share.
The record date for fixing the holders of the Shares subject to squeeze-out: 03 June 2019 (the forty-seventh day after sending the Squeeze-out Request to the Company) (the “Squeeze-out Record Date”). As at the close of business on the Squeeze-out Record Date, the Shares will be blocked on the personal accounts / depo accounts of the shareholders of MegaFon.
Payment of the squeeze-out price and transfer of the Shares subject to squeeze-out
The squeeze-out price will be paid to the holders of ordinary shares of the Company as of the Squeeze-out Record Date and is expected to be paid within 25 days of the Squeeze-out Record Date.
In accordance with the JSC Law:
The shareholders of MegaFon will not be required to give or make any instructions, applications, orders or requests to the Company’s registrar or depositaries / nominee holders with which their rights to the Shares are recorded, except for confirming, where necessary, the details of their bank accounts as set out below.
The shareholders registered in the shareholders’ register of MegaFon:
Should verify whether their details, including the details of their bank accounts, kept by the Company’s registrar, are up to date, and, if necessary, amend their details as well as send to the Company’s registrar an application containing the details of the bank accounts to which the squeeze-out price for the Shares shall be paid (the recommended form of the application is available on this website page).
Prior to specifying the details of the bank account, the shareholders are advised to consult with the bank with which they have opened the relevant bank account to confirm that they have given complete, accurate and sufficient details of the bank account, and to ensure that the terms and conditions of the relevant bank account allow for the receipt of the squeeze-out price.
The applications containing the bank account details may be sent to MegaFon’s registrar by post or delivered personally to the address of:
Such applications must be received by MegaFon’s registrar by the Squeeze-out Record Date (inclusive), i.e. no later than on 03 June 2019. Please bear in mind the time it might take for an application to be delivered by post.
The shareholders that are not registered in the shareholders’ register of MegaFon and whose rights to the Shares are recorded by nominee holders:
Should make sure that the details provided earlier to entities which record their rights to the shares of MegaFon (nominee holders / depositaries) are up to date, including the details of their bank accounts provided to the nominee holders (depositaries), and update such details where necessary. Prior to specifying the details of the bank account, the shareholders are advised to consult with the bank with which they have opened the relevant bank account to confirm that they have given complete, accurate and sufficient details of the bank account, and to ensure that the terms and conditions of the relevant bank account allow for the receipt of the squeeze-out price.
The squeeze-out price for the Shares held by shareholders not registered in the shareholders’ register of MegaFon will be paid by MegaFon Finance to nominee holders of the Shares registered in the shareholders’ register of MegaFon by wire transfer to their bank accounts based on the details provided by MegaFon’s registrar. Nominee holders registered in the shareholders’ register of MegaFon will be required to pay the squeeze-out price to their clients, including other depositaries, by wire transfer to their bank accounts no later than on the business day following the date of transfer of the Shares. Nominee holders who are not registered in the shareholders’ register of the Company will be required to pay the squeeze-out price to their clients, including other depositaries, by wire transfer to their bank accounts no later than on the business day following the date they receive the squeeze-out price and the information on the number of the squeezed-out Shares from their respective depositaries (nominee holders).
The period of transfer of the squeeze-out price to the shareholders holding Shares through nominee holders will depend on the number of nominee holders through which the Shares are held.
Details of the notary with which the squeeze-out price may be deposited
If the Company’s registrar does not have the bank details of the holders of the Shares or the nominee holders registered in the Company’s register, MegaFon Finance will deposit the respective squeeze-out price with the notary at the Company’s registered address; full name of the notary: Arina Evgenievna Lemekhova (address: 19 Barrikadnaya str., build. 1, premises 22, room 239, 123242 Moscow; telephone: +7 (495) 229-90-31, e-mail: email@example.com).
Please note that the obligation of MegaFon Finance to pay the squeeze-out price will be deemed to have been fulfilled on the date the funds are received by the credit organization with which the bank account of the person entitled to such payments (or nominee holder in the event of the squeeze-out of Shares from the holders that are not registered in the shareholders’ register of MegaFon) is opened or with which the bank account of the notary is opened, or to the account of the credit organization if such credit organization is the person entitled to such payments (or the nominee holder, respectively).
Information on this website page is provided solely for the convenience of the shareholders of MegaFon and does not replace the information set out in the Squeeze-out Request and Chapter XI.1 of the JSC Law.
Information for the holders of Global Depositary Receipts
Pursuant to the JSC Law the squeeze-out price shall be paid in Russian rubles to holders of ordinary shares of MegaFon.
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 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 Shares and bank accounts with authorized banks 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 is available on this website page. GDR holders are urged to consult their legal, financial and tax advisers if they have any questions in relation to the Squeeze-out Request.
For Further Information please contact Investor Relations at: +7 495 926-20-12
Cautionary Statement Regarding Forward Looking Statements
Some of the information on this website 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 the respective documents 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.