Squeeze-out request made by MegaFon Finance in respect of ordinary shares of PJSC MegaFon
 

Moscow, Russian Federation (17 April 2019) - Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities ("MegaFon" or the "Company"), announces that on 17 April 2019, following preliminary notice to the Bank of Russia, 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 ("Squeeze-out Request" and "Squeeze-out", accordingly).
 

As previously announced at: https://corp.megafon.com/investors/news/capital_market_releases/20190320-0915.html, pursuant to the mandatory tender offer made by MegaFon Finance and received by the Company on 27 December 2018, MegaFon Finance acquired 126,246,094 ordinary shares of the Company, which constitutes approximately 20.36% of total outstanding shares of the Company, and, as a result, the number of shares of the Company held by MegaFon Finance, together with ordinary shares held by its affiliates, increased to approximately 99.2% ordinary shares of the Company. Accordingly, MegaFon Finance became entitled to proceed with a squeeze-out of the remaining shareholders of the Company pursuant to Article 84.8 of Federal Law No. 208-FZ on Joint Stock Companies dated 26 December 1995 (as amended) (the "JSC Law").

The squeeze-out price is RUB 659.26 per one ordinary share and will be paid in cash. Payment of the squeeze-out price will be made in Russian rubles to the holders of ordinary shares of the Company as at 03 June 2019 (the "Squeeze-out Record Date") and is expected to be made within no longer than 25 days of such date.

Please note that in accordance with the JSC Law the transfer of the shares subject to the Squeeze-out to MegaFon Finance will be effected by the Company's registrar following the payment of the squeeze-out price without further instructions from the shareholders. The text of the Squeeze-out Request and other required information will be published on the Company's website (http://megafon.ru; https://corp.megafon.com/investors/) in the manner and within the time periods set forth by the JSC Law.

Pursuant to the JSC Law the squeeze-out price shall be paid in Russian rubles to holders of ordinary shares of the Company.

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 the 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 ordinary shares of MegaFon and bank accounts 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 will be available on the Company's website. GDR holders are urged to consult their legal, financial and tax advisers if they have any questions in relation to the Squeeze-out.

For More Information:

PJSC "MegaFon"

Investors: Dmitry Kononov

Director for Investor Relations and M&A Tel: +7 926 200-64-90 dkononov@megafon.ru

Media: Artem Lebedev

Director for Corporate Communications Tel: +7 925 696-06-77 artem.lebedev@megafon.ru

Important Information

This press release is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.

This press release is for informational purposes and shall not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation will be made only by means of the Squeeze-out Request received by the Company.

The final terms of the Squeeze-out are contained in the Squeeze-out Request. Investors and shareholders in MegaFon are strongly advised to read the Squeeze-out Request and related materials as soon as they have been published, as these will contain important information.

This announcement, and any investment activity to which it relates, is available only to (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth companies falling within Article 49(2) (a) to (d) of the Order, or (iv) persons within the scope of Article 43 of the Order, or (v) any other persons to whom it may otherwise be lawfully made under the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, the relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any information in this press release in respect of GDRs is addressed in the Russian Federation solely to persons who are "qualified investors" as defined in Federal Law No. 39-FZ on the Securities Market dated 22 April 1996 (as amended).

MegaFon is a company organized under the laws of the Russian Federation. The Squeeze-out Request is made solely pursuant to Russian law. The Squeeze-out is not made or intended to be made pursuant to the provisions of any other law. The Squeeze-out will be subject to disclosure and procedure requirements of Russia which are different from those of the United States.

The release, publication or distribution of this press release and any other documentation relating to the Squeeze-out in jurisdictions other than Russia, the UK or the US may be affected by the laws or regulations of relevant jurisdictions. Any persons who are subject to the laws and regulations of any jurisdiction other than Russia, the UK or the US should inform themselves of and observe any applicable requirements.

Cautionary Statement Regarding Forward Looking Statements

Some of the information in this press release 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 this press release 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.