Voluntary tender offer information
LEGAL NOTICE
IMPORTANT INFORMATION REGARDING THE VOLUNTARY TENDER OFFER BY MOBILE TELESYSTEMS OJSC (“MTS”) TO THE SHAREHOLDERS OF COMSTAR – UNITED TELESYSTEMS JSC (“COMSTAR”).
IMPORTANT: You must read the following before continuing. The following applies to the information following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the information set forth herein.
You have entered the website where MTS publishes or will publish the offer document (Offer Document) for its public offer (Offer) for the purchase of up to 9% of the outstanding shares of Comstar that MTS does not currently own or control, including shares underlying Comstar’s Global Depositary Receipts (GDRs), and certain announcements and materials related to the Offer.
Access to the website and its contents may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may access the information on the website. These materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
All persons who wish to view the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the website or parts thereof illegal, you should not view the website. It is not intended that the materials on the website be accessible by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws and/or regulations of such jurisdiction.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the website. Neither MTS nor any of its advisers assumes any responsibility for any violation by any person of any of these restrictions.
You should not forward, transmit or show the announcements, information, Offer Document or other documents contained on the website to any person in any jurisdiction where it would be unlawful to do so.
Nothing on the website constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful.
The information contained on the website is being made available by MTS in good faith and for informational purposes only and subject to the terms and conditions set out herein. The full terms and conditions of the Offer are set out in the Offer Document. In considering the Offer, Comstar securityholders should rely only on the information contained in the Offer Document.
The documents included on the website speak only at the specified date of the relevant document and MTS has, and accepts, no responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
Announcements on this website do not constitute an invitation to make an offer to sell Comstar shares, including the shares underlying the GDRs. The Offer by MTS is made solely by publication of the Offer Document and solely in accordance with the provisions of such Offer Document.
By accessing the information on this website, you confirm that you are (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) 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 together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person are not permitted to access this website.
Comstar is a company organized under the laws of the Russian Federation. The Offer is made to all shareholders, including with respect to the shares underlying the GDRs, of Comstar and is made solely pursuant to Russian law and in compliance with the applicable provisions of Section 14(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Regulation 14E thereunder. The Offer is not made or intended to be made pursuant to the provisions of any other law. Accordingly, MTS and the persons acting in conjunction with MTS will not procure any further registrations, authorisations or approvals of the Offer Document or the intended Offer by any security supervisory authority or similar institutions. The Offer will be made in the United States by MTS and no one else. The Offer will be subject to disclosure and procedure requirements of Russia which are different from those of the United States.
MTS, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Comstar outside the VTO during the period in which the VTO remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.
The Offer could be accepted by all Comstar shareholders and GDR holders in accordance with the provisions of the Offer Document and the respective applicable legal provisions. MTS points out, however, that the acceptance of the Offer outside Russia, the United Kingdom and the United States may be subject to legal restrictions. Comstar shareholders and GDR holders who come into possession of the Offer Document outside Russia, the United Kingdom or the United States, and who are willing to accept or have already accepted the Offer outside Russia, the United Kingdom or the United States, and/or who are subject to legal regulations other than those of Russia, the United Kingdom or the United States, are required to familiarize themselves and comply with the respective laws and regulations.
MTS and the persons acting in conjunction with MTS expressly exclude all liability for non-compliance with applicable laws and regulations by third parties.
FORWARD-LOOKING STATEMENTS
The documents and information on this website, including the Offer Document, contain certain forward-looking statements. Such statements may include, but are not limited to, statements about the benefits of the Offer, expected future earnings, revenues, cost savings, operations, business trends and other such statements that are not historical facts, which are or may be based on MTS’ plans, estimates and projections. These forward-looking statements involve risks and uncertainties, many of which are beyond the control of MTS, that could cause MTS’ actual results to differ materially from those indicated in any such forward-looking statements. Such statements can be identified, in particular, by terms such as "will", "expects", "believes", "is of the opinion", "attempts", "estimates", "intends", "assumes", "plans" and "endeavours" and similar expressions as they relate to MTS. Such statements are an expression of MTS' intentions, views or current expectations with regard to potential future events. They are subject to numerous risks and uncertainties which as a rule are not within MTS' sphere of control. Certain factors that could affect MTS' intentions, views or current expectations with regard to potential future events are discussed more fully in MTS' filings with the U.S. Securities and Exchange Commission, including but not limited to MTS' Annual Report on Form 20-F for 2009. It should be noted that the forward-looking statements contained herein may prove to be incorrect and future events and developments may differ materially from the forward-looking statements. MTS undertakes no obligation to publicly update or revise any forward looking statements whether as a result of new information, future events or otherwise, except as is required by law.
I hereby confirm that I am not resident or located in a jurisdiction that renders accessing the website or parts thereof illegal, and that I have read, understand accept the terms of this legal notice as set forth above.
Accept
Deny