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OJSC Megafon MFON Publication of Prospectus

  OJSC Megafon (MFON) - Publication of Prospectus

RNS Number : 2666S
OJSC Megafon
28 November 2012




NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

                                      

                          Publication of Prospectus

MOSCOW, Russia (November  28, 2012)  A prospectus  ("Prospectus") relating  to 
OJSC MegaFon ("MegaFon") has been prepared  in connection with an offering  of 
84,526,819 ordinary shares  with a  nominal value of  0.1 rubles  each in  the 
share capital of MegaFon. The  offering consists of 1,957,273 ordinary  shares 
in the form of ordinary shares and  82,569,546 ordinary shares in the form  of 
global depositary  receipts representing  ordinary  shares ("GDRs").  One  GDR 
represents an interest in one ordinary share.

The Prospectus has been approved by  the United Kingdom Listing Authority  and 
is available for viewing.

To view the  full version of  the Prospectus, please  paste the following  URL 
into       the        address        bar        of        your        browser: 
http://english.corp.megafon.ru/investors/ipo_news/

A copy of  the Prospectus  will be  available shortly  on the  website of  the 
National Storage Mechanism at: http://www.morningstar.co.uk/uk/nsm



Enquiries



OJSC MegaFon

Peter Lidov Tel: + 7 926
200 6699 plidov@megafon.ru

Elena Alexandrova Tel: + 7 926442
5383 ealexandrova@megafon.ru



Citigate Dewe Rogerson (London) Tel: +44(0)20 7638
9571

David Westover

Andrew Hey

Chris Barrie

Marina Zakharova



                                     ***

These materials are not an offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or
sent into the United States, Australia, Canada, Japan or any other
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

These materials are not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from  registration under the U.S.  Securities Act of 1933,  as 
amended. The issuer  of the shares  and the GDRs  (the "Securities") has  not 
registered, and does not  intend to register, any  portion of the offering  in 
the United  States,  and does  not  intend to  conduct  a public  offering  of 
Securities in the United States.

This document is only being distributed to and is only directed at:

(A) persons located outside the European  Economic Area or, if located  within 
the European Economic Area, that are qualified investors within the meaning of
the Prospectus Directive as  implemented in the relevant  Member State of  the 
European Economic Area; and

(B) persons  located outside  the United  Kingdom or,  if located  within  the 
United Kingdom, persons that are:

(i) investment professionals  falling within  Article 19(5)  of the  Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the  "Order"); 
or

(ii) high net worth  entities, and other  persons to whom  it may lawfully  be 
communicated, falling within Article 49(2)(a) to (d) of the Order,

(all such persons in (A) and (B) above together being referred to as "relevant
persons"). The Securities are only available to, and any invitation, offer  or 
agreement to subscribe, purchase or otherwise acquire such securities will  be 
engaged in only  with, relevant  persons. Any person  who is  not a  relevant 
person should not act or rely on this document or any of its contents.

Stabilization/FSA.

This document is an advertisement and is not a prospectus for the purposes  of 
the "Prospectus Directive". A prospectus  prepared pursuant to the  Prospectus 
Directive will be published, which, when published, will be made available  in 
accordance with the Prospectus Directive.  Investors should not subscribe  for 
any securities referred to in this document except on the basis of information
contained in the prospectus.

The  expression  "Prospectus  Directive"   means  Directive  2003/71/EC   (and 
amendments thereto, including Directive 2010/73/EU, to the extent  implemented 
in any relevant Member State)  and includes any relevant implementing  measure 
in the relevant Member State.

This document  and information  contained herein  are not  a public  offer  or 
advertisement of securities in the Russian Federation and are not an offer, or
an invitation to  make offers,  to purchase,  sell, exchange  or transfer  any 
securities in the Russian Federation or to  or for the benefit of any  Russian 
person or entity, unless and to  the extent otherwise permitted under  Russian 
law, and must not be made publicly available in Russia. Information contained
in this document is  intended only for persons  who are "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 made available to any persons who are not Russian QIs or otherwise
permitted under Russian  law to access  such information. The  GDRs have  not 
been  and  will  not  be  registered  in  Russia  and  are  not  intended  for 
"placement", "public  circulation"  ,  "offering" or  "advertising"  (each  as 
defined in  Russian law)  in the  Russian Federation  except as  permitted  by 
Russian law." The  ordinary shares  of Open  Joint Stock  Company MegaFon  are 
listed on quotation list "V" of CJSC MICEX Stock Exchange.



This document doesn't constitute investment advice or a recommendation under
Cyprus law, nor does it constitute an offer or advertisement of securities in
Cyprus, it is not intended to be and must not be distributed via information
distribution channels or to the public in Cyprus, nor (when distributed by a
duly licensed investment firm established or operating through a branch in
Cyprus) to any person in Cyprus other than a 'professional client' as defined
in the law on Investment Services and Activities and Regulated Markets (Law
No.144 (I)2007).

This document may not be used for any invitation or solicitation purposes for
or in connection with the sale, marketing, offering or acquisition of the
securities in circumstances under which it is unlawful under Cyprus laws to
make such an invitation or solicitation.

                                     ***

This  release  includes  statements  that  are,  or  may  be  deemed  to   be, 
"forward-looking  statements".   These  forward-looking   statements  can   be 
identified by  the use  of forward-looking  terminology, including  the  words 
"targets",  "believes",   "expects",   "aims",   "intends",   "will",   "may", 
"anticipates", "would", "could" or "should" or similar expressions or, in each
case their negative or other variations or by discussion of strategies, plans,
objectives,  goals,  future  events   or  intentions.  These   forward-looking 
statements all include matters that are not historical facts. By their nature,
such forward-looking statements involve known and unknown risks, uncertainties
and other important factors beyond the Company's control that could cause  the 
actual results, performance or  achievements of the  Company to be  materially 
different from  future  results,  performance  or  achievements  expressed  or 
implied by such  forward-looking statements.  Such forward-looking  statements 
are based on numerous assumptions  regarding the Company's present and  future 
business strategies and the environment in  which the Company will operate  in 
the  future.  Forward-looking   statements  are  not   guarantees  of   future 
performance. Many  factors  that could  cause  the Company's  actual  results, 
performance or achievements to differ materially from those expressed in  such 
forward-looking statements. These forward-looking statements speak only as  at 
the date of this  release. The Company expressly  disclaims any obligation  or 
undertaking to disseminate  any updates  or revisions  to any  forward-looking 
statements  contained  herein   to  reflect  any   change  in  the   Company's 
expectations with  regard  thereto or  any  change in  events,  conditions  or 
circumstances on which any such statements are based.

                                      





                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


PDIMMMZMRRRGZZM -0- Nov/28/2012 18:19 GMT
 
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