NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS” - NYSE: MBT), the leading telecommunications provider in Russia and the CIS, rated Ba2 (Moody’s), BB (S&P) and BB+ (Fitch), announces that it has mandated Gazprombank, J. P. Morgan and The Royal Bank of Scotland as Joint Lead Managers and Bookrunners to arrange a series of debt investor meetings commencing on Friday, May 17, 2013, in the US and Europe. A Reg S /144A international bond offering denominated in US dollars with a possible additional ruble tranche may follow, subject to market conditions, FCA / ICMA stabilization.
THIS TRANSMISSION IS SOLELY FOR THE USE OF THE "QUALIFIED INSTITUTIONAL BUYER" (WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) THAT IS ALSO A “QUALIFIED PURCHASER” (AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED) OR "NON-U.S. PERSON" IN AN "OFFSHORE TRANSACTION" (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) TO WHOM IT IS ADDRESSED AND ITS ADVISORS. RE-TRANSMISSION OR DISTRIBUTION IN WHOLE OR IN PART TO ANY OTHER PERSON IS PROHIBITED.
Not for distribution, directly or indirectly, in or into, the United States, Canada, Australia, Japan or any other jurisdiction where to do so would be unlawful. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States, Canada, Australia or Japan or any jurisdiction in which such offer or sale would be unlawful. The offering and the distribution of this communication and other information referred to herein may be restricted by law and persons into whose possession this communication or such other information comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is not an offer for sale or the solicitation of an offer to purchase securities in the United States. Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into, the United States absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and in compliance with any relevant state securities laws. There will be no public offer of securities in the United States or in any other jurisdiction where such an offering is restricted or prohibited. The Issuer has not been and is not intended to be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), by reason of the exception contained in Section 3(c)(7).
This communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication is not being distributed to, and must not be passed on to the general public in the United Kingdom or to persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. This communication is being distributed on the basis that each person in the United Kingdom to whom it is made available or at whom it is directed is (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Financial Promotion Order"); (ii) a person within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; or (iii) any other person to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as "relevant persons"). This communication will be made, available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will be engaged in only with, such relevant persons. No other person should rely or act upon it. This communication is not intended for distribution to and must not be passed on to any retail client.
This communication is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in this communication is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law no. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. Securities referred to herein have not been and will not be registered in Russia and are not intended for “placement”, “circulation”, “offering” or “advertising” in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.
For further information, please contact in Moscow:
Joshua B. Tulgan
Director, Department of Corporate Finance and Investor Relations
Mobile TeleSystems OJSC
Tel: +7 495 223 2025
Learn more about MTS. Visit the official blog of the Investor Relations Department at www.mtsgsm.com/blog/