• The Company announced a Tender Offer for up to 83,932,026 MTS shares (4.2% of all MTS shares) to provide investors additional options to exit their investments in MTS on April 27, 2024
• Due to a substantial number of enquiries from non-resident Shareholders in relation to the Tender Offer and to allow investors additional time to submit the required documentation the Company made a decision to extend the Tender Offer deadline until June 18, 2024 from the original May 28, 2024 deadline
• The Company announces that an extract from the minutes of the meeting of the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation, relating to the Tender Offer, has been received.

Moscow, Russia. May 27, 2024: MTS PJSC (MOEX: MTSS; MTS, the Company), a digital ecosystem, notifies that LLC “Stream Digital” (the “Purchaser”) is extending the deadline for the Tender Offer to shareholders from May 28 until June 18, 2024. Consequently, other deadlines relating to the Tender Offer are extended accordingly as set out in the timetable below. The Purchaser, a direct wholly owned subsidiary of MTS, announced a Tender Offer inviting holders of ordinary shares in the Company (ISIN: RU0007775219) (the “Shares”), including JPMorgan Chase Bank, N.A., in its capacity as depositary for the depositary receipt programme in respect of the Shares (the “Shareholders”), to tender for cash up to 83,932,026 Shares, or up to 4.2% of all Shares outstanding (the “Tender Offer”) on April 27, 2024.

The Company announces that the Purchaser decided to extend the deadline for its Tender Offer after it received a substantial number of enquiries from certain Shareholders in order to provide investors with sufficient time to submit the required documentation.

The Tender Offer size and the purchase price of RUB 95.0 per Share (the “Purchase Price”) have been set in accordance with the approval granted by the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation (the “Government Commission”).

The Company announces that the Purchaser has received an extract from the minutes of the meeting of the Government Commission, relating to the Tender Offer and based on it Tender Offer participants may benefit from certain exemptions, including:

• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account will be able to tender their Shares;
• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account and whose Shares have been tendered and accepted for purchase by the Purchaser in the Tender Offer will be able to transfer such Shares to the Depo Account of the Purchaser; and
• non-resident shareholders whose Shares are held in a Type ‘S’ Depo Account and whose Shares have been acquired by the Purchaser in the Tender Offer will be able to receive the total Purchase Price for such Shares in Russian rubles or, with respect to non-resident Shareholders only, any Alternative Currency in their bank accounts in the Russian Federation or abroad.

Other terms and conditions of the Tender Offer, previously announced on April 27, remain unchanged.

Expected Timetable of the Tender Offer

DAY	EVENT
27 April 2024	Announcement of the Tender Offer and commencement of the Tender Offer period
12:00 p.m., Moscow time on 18 June 2024	Deadline for submission of Tender Instructions by Shareholders (the Expiration Time)
By 24 June 2024	Announcement of the results of the Tender Offer and pro-ration (if any) (within 4 Business Days following the Expiration Time)
25 June 2024	Dispatch of the accepted Tender Instructions specifying the number of Shares to be purchased by the Purchaser from the relevant Shareholder countersigned by the Purchaser (the Agreement Date). The Agreement Date will be specified by the Purchaser on the last page of the Tender Instruction
25 June 2024 – 2 July 2024	Transfer of Shares accepted for purchase to the Purchaser (by no later than the fifth Business Day following the Agreement Date)
2 July 2024 – 9 July 2024	Payment of the Purchase Price for Shares accepted for purchase and transferred to the Purchaser (by no later than the fifth Business Day following receipt of the Shares by the Purchaser pursuant to the applicable Tender Instruction)
On or about 10 July 2024	Announcement of completion of the Tender Offer (as soon as reasonably practicable upon completion of settlement procedures with respect to the sale and purchase of Shares accepted for purchase by the Purchaser)

Please refer to the Tender Offer Memorandum for a description of the procedure for participating in the Tender Offer. All the announcements with respect to the Tender Offer, as well as the relevant documentation will be available at a dedicated webpage:

https://ir.mts.ru/tender_offer

Questions and requests for assistance in connection with the Tender Offer, tendering procedures and payments for tendered Shares may be directed to the Tender and Paying Agent at tender@mtsgsm.com.

 

For further information, please contact:

To notify about your interest in the Tender Offer, or if you have any questions and requests for assistance in connection with the procedures for submitting applications to sell the Shares pursuant to the Tender Offer, please contact the Purchaser during business hours at:

 

Investor Relations Department

Email: ir@mts.ru

Telephone: 7 (495) 223-20-25

 

Corporate Finance and Treasury Director

Alexander Smirnov

Email: kazna@mts.ru

 

Media Inquiries

Head of Media relations MTS

Irina Deryugina

E-mail: Irina.Deryugina@mts.ru

 

EM

tender-mts@em-comms.com

 

About MTS

Mobile TeleSystems Public Joint Stock Company (“MTS” – MOEX: MTSS) is Russia’s ecosystem providing network-native digital services and largest mobile operator. The company offers a full range of solutions for consumers and business customers across wireless and wireline connectivity; over-the-top, linear, and satellite television; digital-first banking and financial services; as well as unified communications, cloud computing and IoT. There are more than 86 million mobile subscribers using MTS services across the company’s operations in Russia and Belarus, including more than 81 million subscribers in Russia alone. In addition, MTS has a nationwide network of more than 4,400 owned and franchised retail outlets in Russia, and provides nearly 10 million clients with broadband, TV, and/or fixed-line telephone connectivity, over 13 million users – with OTT and pay TV services. The number of ecosystem clients exceeds 15 million. MTS’s shares are listed on the Moscow Exchange under the ticker MTSS. For more information, please visit the company’s Investor Relations website at ir.mts.ru.

Corporate news from global emerging markets companies, provided by the IntelliNews Press Release service.