Completion of the squeeze-out procedure with respect to ordinary shares of PJSC MegaFon
Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities ("MegaFon" or the "Company"), announces the completion of the compulsory acquisition of ordinary shares of MegaFon by "MegaFon Finance" LLC ("MegaFon Finance"), a wholly-owned subsidiary of MegaFon, pursuant to the squeeze-out request received by MegaFon on 17 April 2019 (the "Squeeze-out Request" and the "Squeeze-out", accordingly).
As previously announced: http://corp.megafon.com/investors/news/capital_market_releases/20190417-1700.html, 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 (the "JSC Law") as it acquired approximately 20.36% of the shares of MegaFon pursuant to the mandatory tender offer 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%.
Pursuant to the Squeeze-out Request and the JSC Law, the shares of MegaFon held by the remaining shareholders of MegaFon were blocked on the personal accounts / depo accounts of the shareholders as at the close of business on 3 June 2019 and were transferred to the account of MegaFon Finance following the payment of the squeeze-out price. The squeeze-out price was RUB 659.26 per share. The squeeze-out price was transferred to the bank accounts of the shareholders or nominee holders as set forth by the law. The period of transfer of the squeeze-out price to the shareholders which held shares through nominee holders depends on the number of nominee holders through which the shares were held.
The squeeze-out price payable to the shareholders registered in the shareholders' register of MegaFon, which did not update the details of their bank accounts by 3 June 2019, as a result of which the Company's registrar did not have such information, was deposited with the notary at the Company's registered address, Arina Evgenievna Lemekhova (address: 19 Barrikadnaya str., build. 1, premises 22, room 239, 123242 Moscow, telephone: +7 (495) 229-90-31, e-mail: firstname.lastname@example.org).
As a result of the Squeeze-out MegaFon Finance acquired 4,966,749 ordinary shares of MegaFon, which constitutes approximately 0.8% of total outstanding shares of the Company. Accordingly, the number of shares of the Company held by MegaFon Finance constitutes 29.68% and, together with ordinary shares held by its affiliates, 100% of ordinary shares of the Company.
Gevork Vermishyan, CEO of MegaFon, commented: "Despite the completion today of the purchase of MegaFon shares in free float, we would like to thank the investment community for the trust and support we have received since the IPO in 2012. I stay confident that the listing at a certain stage significantly contributed to the development of the Company. We will definitely keep the experience gained over the years, which will allow us to solve the strategic tasks we face."
For More Information:
Investors: Dmitry Kononov
Director for Investor Relations and M&A Tel: +7 926 200-64-90 email@example.com
Media: Artem Lebedev
Director for Corporate Communications Tel: +7 925 696-06-77 firstname.lastname@example.org
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.
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.
MegaFon is a company organized under the laws of the Russian Federation. The Squeeze-out Request was made solely pursuant to Russian law. The Squeeze-out was not made or intended to be made pursuant to the provisions of any other law. The Squeeze-out is 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.
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