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 OR REGULATIONS OF SUCH JURISDICTION

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Tender Offer Memorandum dated April 27, 2024 (the ‘‘Tender Offer Memorandum’’) issued by LLC “Stream Digital” (the ‘‘Purchaser”), available at a dedicated webpage:

https://ir.mts.ru/tender_offer

MTS ANNOUNCES RESULTS OF THE TENDER OFFER TO SHAREHOLDERS FOR ITS SHARES

·       As part of the Tender Offer, Shareholders tendered 26,253,646 Company Shares, representing 1.31% of shares outstanding

·       The Tender Offer ran between April 27, 2024 and June 18, 2024

Moscow, Russia. June 24, 2024: MTS PJSC (MOEX: MTSS; MTS, the Company), a digital ecosystem, notifies that as part of the Tender Offer 26,253,646 Shares, representing 1.31% of all issued and outstanding Shares, for a total amount of 2,494,096,370 rubles were validly tendered by Shareholders to MTS’s wholly owned subsidiary LLC “Stream Digital” (the “Purchaser”).

The Purchaser expects to accept for purchase all validly tendered Shares, a proration factor will not apply.

The number of Shares expected to be purchased in the Tender Offer is preliminary and is subject to settlement. The final number of Shares purchased in the Tender Offer will be announced upon completion of settlement procedures with respect to the sale and purchase of Shares accepted for purchase by the Purchaser.

The Purchaser announces that obtained approval allows the Shares to be additionally purchased from non-resident Shareholders of MTS. The Purchaser may consider in the future different options for purchase of Shares from MTS Shareholders who for any reason did not participate in the Tender Offer, including the completion of another tender offer and/or bilateral transactions to purchase the Shares at a purchase price no more than 95.0 rubles per Share as set in accordance with the approval granted by the Government Commission on Control for Effectuation of Foreign Investments in the Russian Federation.

General Information About the Tender Offer:

The Purchaser, a direct wholly owned subsidiary of MTS, announced a Tender Offer inviting holders of ordinary Shares, including JPMorgan Chase Bank, N.A., in its capacity as depositary for the depositary receipt programme in respect of the Shares, to tender for cash up to 83,932,026 Shares, or up to 4.2% of all Shares outstanding on April 27, 2024. Investors had until June 18, 2024 to take part in the Tender Offer.

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

All the announcements with respect to the Tender Offer, as well as the relevant documentation are available at a dedicated webpage:

https://ir.mts.ru/tender_offer

Expected Timetable of the Tender Offer

DAY	EVENT
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)

Questions and requests for assistance in connection with the Tender Offer 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.

 

Forward-looking statements

 

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 OR REGULATIONS OF SUCH JURISDICTION. THE INFORMATION CONTAINED HEREIN IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS, A PROSPECTUS EQUIVALENT OR KEY INFORMATION DOCUMENT. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION CONTAINED HEREIN IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND THEREFORE PERSONS SHOULD INFORM THEMSELVES ABOUT THE LAWS OF THEIR JURISDICTION, AND OBSERVE ANY APPLICABLE REQUIREMENTS. LLC “STREAM DIGITAL” (THE “PURCHASER”) IS NOT MAKING THE TENDER OFFER TO, AND WILL NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THE INFORMATION CONTAINED IN THE TENDER OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE SHAREHOLDERS AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS. NEITHER THE TENDER OFFER MEMORANDUM NOR THE TENDER OFFER NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER (‘OFERTA’) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION, OR VOLUNTARY OFFER OR MANDATORY OFFER UNDER THE LAW OF THE RUSSIAN FEDERATION "ON JOINT STOCK COMPANIES", OR AN AUCTION UNDER ARTICLES 447-449 OF THE CIVIL CODE OF THE RUSSIAN FEDERATION AND APPLICABLE RUSSIAN LAW. THE TENDER OFFER DOES NOT CONSTITUTE THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THE TENDER OFFER MEMORANDUM NOR ANY PURCHASE OF SHARES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CURRENT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. SOME OF THE INFORMATION CONTAINED HEREIN MAY CONTAIN FORWARD-LOOKING STATEMENTS. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, THAT ARE INCLUDED HEREIN THAT ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT THE PURCHASER OR PJSC MTS (“MTS”) EXPECTS OR ANTICIPATES TO OCCUR IN THE FUTURE ARE FORWARD-LOOKING STATEMENTS. ANY SUCH FORWARD-LOOKING STATEMENT INVOLVES UNCERTAINTIES WHICH COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN SUCH FORWARD-LOOKING STATEMENT. NEITHER THE PURCHASER NOR MTS MAKES ANY REPRESENTATION, WARRANTY OR PREDICTION THAT THE RESULTS ANTICIPATED BY SUCH FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED, AND SUCH FORWARD-LOOKING STATEMENTS REPRESENT, IN EACH CASE, ONLY ONE OF MANY POSSIBLE SCENARIOS AND SHOULD NOT BE VIEWED AS THE MOST LIKELY OR STANDARD SCENARIO. ACCORDINGLY, THE SHAREHOLDERS OF MTS SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE ON WHICH IT IS MADE, AND, SUBJECT TO APPLICABLE LAW, NEITHER THE PURCHASER NOR MTS UNDERTAKES ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON WHICH IT IS MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

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