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MegaFon Announces Purchase of Shares by its CEO, Ivan Tavrin
December, 24, 2012. Moscow. -OJSC MegaFon ("MegaFon" or the "Company") announces the exercise of the option on purchase of a 1.25% stake in the Company by its CEO Ivan Tavrin. Such stake is sold at the Offer Price, corresponding to $20 per share, by MegaFon Investments (Cyprus) Limited, a Company's wholly-owned subsidiary. The purchase comprises 7,750,000 shares for a total purchase price of $155 million.
This purchase is part of a long-term incentive plan, duly approved by the Company's Board of Directors on November 30, 2012, according to which Mr Tavrin is given the option to purchase up to 5% of the Company's share capital.
Peter Lidov Tel: + 7 926 200 6699 email@example.com
Citigate Dewe Rogerson (London) Tel: +44(0)20 7638 9571
Notes to editors
· Operating market:Russia's telecommunications market was worth RUB1,607 bn in 2011 (according to AC&M Consulting, Direct-INFO). Its wireless telecommunications industry is the largest in Europe with c. 230m subscribers as at 30th September 2012 (according to AC&M), underpinned by strong GDP growth and governed by what is at present a relatively benign regulatory framework.
· Market position: The Company is Russia's 2nd largest mobile operator in terms of subscribers with c.63m subscribers representing a market share of over 27% as of 30 September 2012, (according to AC&M) and the largest operator in the mobile data segment since 2008, a market which has grown at a CAGR of over 44% from 2009 to 2011 (according to AC&M).
· Strong position in promising data and VAS market: The Russian mobile data market is forecast to grow at a CAGR of 21% from 2011-2015 (according to AC&M) with potential for low existing smartphone and 3G penetration to catch up with Western European levels. The Company believes it is well positioned to exploit the potential further growth of the Russian mobile data market as it operates the most extensive 3G network in Russia, offering high performance and service quality. It was the first of the Big Three to offer LTE/4G high-speed mobile broadband data services to its clients and expects to be in a position to offer its LTE/4G services in over 40 cities, including Moscow and St Petersburg, by the end of 2012. Similar room for growth exists in value added services, where the Company aims to develop innovative services and content.
· Strong growth record:The Company's consolidated total revenue and operating income before depreciation and amortisation (OIBDA) for the year 2011 amounted to RUB 242.6bn and RUB 100.8bn, respectively, representing a 3 year CAGR since 2009 of 15.5% and 6.9%, respectively. Furthermore, MegaFon's Q3 2012 results demonstrate strong continuing momentum with consolidated total revenue and OIBDA growing by 12.3% and 21.1%, respectively, compared to Q3 2011, with an OIBDA margin of 45.1%, up 2.8 percentage points compared to the previous quarter.
· Strong focus on productivity and efficiency: MegaFon is focused on driving higher value data and services revenue growth, while continuing to benefit from lower expected capital intensity going forward, ongoing cost saving and capital efficiency initiatives to optimise potential for cash flow growth.
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.
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 has been published and 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 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.
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