SSA: JSFC Sistema: Statement re SISTEMA CONTINUES TO REORGANISE ITS TRANSPORTATION ASSETS

  SSA: JSFC Sistema: Statement re SISTEMA CONTINUES TO REORGANISE ITS
  TRANSPORTATION ASSETS

UK Regulatory Announcement

MOSCOW

          SISTEMA CONTINUES TO REORGANISE ITS TRANSPORTATION ASSETS

Moscow, Russia – April 30, 2013 – Sistema JSFC (the “Company” or together with
its subsidiaries, “the Group”) (LSE: SSA), the largest publicly-traded
diversified holding company in Russia and the CIS, today announces the
completion of another stage in the planned reorganisation and strategic
integration of the Group’s transportation assets – SG-trans OJSC (“SG-trans”)
and Financial Alliance LLC (“Financial Alliance”). As a result of the
integration, a single unified operator of railroad freight transportation will
be created and will operate under the SG-trans brand. The strategic objective
of the united operator is to become one of the Top 3 operators in the railway
market of the Russian Federation.

Sistema’s transportation portfolio currently consists of SG-trans, 100% of
which was acquired by Sistema for RUB 22.8 billion during the privatisation
auction in November 2012 and Financial Alliance, a 50% stake of which was
acquired for RUB 3.41 billion by Sistema from its subsidiary, JSOC Bashneft,
in December 2012. Sistema’s transportation assets own and operate rolling
stock comprising of approximately 30,000 railcars in total.

During the first stage of the restructuring of the rail assets, which was
completed in April 2013, SG-trading was separated from SG-trans into a
standalone entity, which is 100% owned by Sistema and unites non-core assets
relayed to the LPG trading and storage.

At this stage of the reorganisation, which Sistema has completed today, the
Company sold 70% of its shares in SG-trans to Financial Alliance for RUB 12.0
billion. The price of the deal is based on the valuation of SG-trans,
excluding SG-trading.

In addition, Sistema signed an agreement with Unirail Holdings Limited
(“Unirail”), its partners in Financial Alliance, regarding Sistema’s sale of
its 15% stake in SG-trans for RUB 2.5 billion to Unirail in the second quarter
of 2013. In accordance with the agreement, Sistema and Unirail will form the
parity structure of ownership and management of railway assets by sharing the
risks and the initial investments of Sistema.

Furthermore, the agreement reflects the intention of both parties to sell 100%
of SG-trading to a third party by the fourth quarter of 2013 at a fair market
price. If the deal is not completed within the stated period, Unirailagrees
to buy out up to 50% of SG-trading from Sistema.

According to the agreement, the final stage of the restructuring of Sistema’s
rail assets stipulates the merger of Financial Alliance with SG-trans under
the SG-trans’ brand. This will result in an establishment of a new combined
entity with each party owning a 50% stake in it. Both parties agreed to the
operational and strategic management of the company on a parity basis.

Mikhail Shamolin, President and CEO of Sistema, commented: “Since acquiring
SG-trans at the end of 2012, we’ve made rapid progress in unlocking its hidden
value and recapturing our original acquisition costs. We re-signed superior
contracts across our customer base, strengthened the company’s management team
and began a substantive optimisation programme. Looking forward, as a result
of the further planned integration of our railway assets on the basis and
under the brand of SG-trans, we seek to create a larger, unified player with
significant prospects for future growth in terms of business scale and
shareholder value. In addition, the integration of rail transportation assets
will strengthen the financial and operational stability of the combined
operator, increase its operating efficiency, and allow it to pursue a common
commercial policy in the future.”

Further steps in the strategic integration of the Group’s transportation
assets will be announced in due course. Completing the matters described in
the agreement is subject to the signing and execution of all final legally
binding documents and receipt of all necessary governmental and corporate
approvals.

For further information, please visit www.sistema.com or contact:

Investor Relations         Public Relations
Evgeniy Chuikov               Vsevolod Sementsov
Tel.: +7 (495) 692 1100       Tel.: +7 (495) 730 1705
ir@sistema.ru                 pr@sistema.ru
                              

Sistema is the largest publicly-traded diversified holding company in Russia
and the CIS, which invests in and is a major shareholder of companies serving
over 100 million customers in the sectors of telecommunications, high
technology, oil and energy, radars and aerospace, banking, retail, mass-media,
tourism and healthcare services. Founded in 1993, the Company reported
revenues of US$ 34.2 billion for the full year of 2012, and total assets of
US$ 44.7 billion as at December 31, 2012. Sistema’s global depository receipts
are listed under the symbol “SSA” on the London Stock Exchange. Sistema’s
ordinary shares are listed under the symbol “AFKS” on the MICEX-RTS Stock
Exchange, and under the symbol “SIST” on the Moscow Stock Exchange (MSE).
Sistema was ranked number 315 in the 2011 edition of the Fortune Global 500
list. Website: www.sistema.com

The Company is not an investment company, and is not and will not be
registered as such, under the U.S. Investment Company Act of 1940.

Some of the information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of Sistema. You can identify forward looking statements by terms
such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,”
“could,” “may” or “might” the negative of such terms or other similar
expressions. We wish to caution you that these statements are only predictions
and that actual events or results may differ materially. In addition, there is
no assurance that the new contracts entered into by our subsidiaries
referenced above will be completed on the terms contained therein or at all.
We do not intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events. Many factors could cause the actual results to differ
materially from those contained in our projections or forward-looking
statements, including, among others, general economic conditions, our
competitive environment, risks associated with operating in Russia, rapid
technological and market change in our industries, as well as many other risks
specifically related to Sistema and its operations.

Contact:

JSFC Sistema
 
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