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 firstname.lastname@example.org Elena Alexandrova Tel: + 7 926442 5383 email@example.com 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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OJSC Megafon MFON Publication of Prospectus
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