| Corporate action description |
In relation to even number 6301061
The depositary's books will be closed to issuances,
Cancellations of gdrs effective as of 17/03/2011 16:30
Please note that there is a cancellation fee of up to usd 0.05
Per gdr cancelled.
The deposit agreements (and the gdrs issued thereunder) will
Terminate with effect from the effective time of the merger
On 04/04/2011.
Euroclear also advised
Please be advised that the books will be closed for issuance and cancellations of gdrs of comstar from the close of business new york time on march 17, 2011 due to the expected suspension of trading of comstar shares on the micex and the rts stock exchanges of the russian federation (the “russian stock exchanges”) and the expected suspension of trading of gdrs on the london stock exchange.
Trading of comstar shares is expected to be suspended on the russian stock exchanges from march 28, 2011 and trading of comstar gdrs is expected to be halted on the london stock exchange from march 25, 2011. The closure of the books is intended to allow for executed trades of comstar shares and gdrs to settle by march 25, 2011.
On december 23, 2010, comstar and mobile telesystems ojsc (“mts”) approved the merger of comstar into mts (the “merger”) by extraordinary general meetings of their respective shareholders. Upon the merger, the comstar shares will be exchanged for mts shares.
In relation to event number 4729311
The merger effective date: 04/04/2011
No partial election allowed: exercising holders do not have the option to split their holding to elect to receive mts shares and/or cash .
On 23/12/10, jsc comstar and mobile telesystems ojsc (mts)
Approved the merger by extraordinary general meetings.
Upon the merger, mts will be the surviving entity and all comstar shares will be exchanged for mts shares.
Eligible comstar gdr-holders will receive 0.825 mts shares for
Each comstar gdr that they own.
Eligible gdr holders may elect to receive mts shares or elect to receive cash (cash-out option).
Option 1 cash-out option
Cancellation fee usd 0.05 and distribution fee usd 0.02 may apply
Option 2 exchange into local shares of mts (isin ru0007775219) at the ratio of 0.825
By default, holders will receive the default product option 1
The merger is expected to take place on 01/04/11 or shortly
Afterwards, but is subject to the completion of the statutory
Merger procedures.
The actual merger date will be announced at a later stage
Share proceeds:
No mts gdrs will be credited. Gdr holders electings to receive
Mts shares, will receive the russian security.
Proceed securities are not eligible in euroclear bank. They must
Be delivered to an account in the local market.
Share proceeds : payment date unknown
There is a significant period of time (at least 21 calendar days after the merger date and at least 6 calendar days after the gdr holders elections date) between the deadline and the earliest date the mts shares may be received.
Cash proceeds: payment date unknown
Neither comstar, mts nor the depository is able to determine when the net proceeds from the cash-out will be delivered to gdr holders, or what the cash amount of the net proceeds will be .
The proceed rate is reliant entirely upon the market price
Available for the mts shares on the russian stock exchanges
Due to the security being relatively illiquid, it is not known
Which amount of time is required to sell all the mts shares
.
The us depositary may receive all or part of the cash-out
Proceeds in rub. Rub will be converted in usd at the applicable
Exchange rate.
Payment of the cash proceeds could take several months
Gdr holders will not receive interest or any other compensation in the event of a delay in the delivery of the net proceeds.
Mts shares restrictions:
Mts shares have not been and will not be registered under the us securities act of 1933, as amended and may not be offered or sold in the united states, except pursuant to an exemption from, or in
A transaction not subject to, the registration requirements of
The us securities act of 1933, as amended
.
Dace facility termination:
The dr facility is expected to be terminated on 04/04/11
A further announcement will be done when the information is
Available
.
Certification:
Deutsche bank (the 'agent') and euroclear have agreed to suspend
The requirement to produce paper form certification where the
Instructing euroclear participant is able to provide an
Electronic certification in connection with the subscription of
Global depositary receipts (gdrs).
Terms of the electronic certification
By completing the instruction type 54 sec0 and sending it to
Euroclear bank with 'w' in field: 77r or :70e (as applicable) you
Will certify to euroclear bank and the agent that you:
have been provided by euroclear bank and have reviewed all of
The certifications required for the above mentioned dr facility
have been notified by euroclear bank of the requirement to
Complete such certification,
confirm that you and/or your client agree(s) to comply with the
Terms and conditions of the required certifications for this dr
Facility, and
intructed euroclear bank to confirm your receipt, review and
Agreement to such certification.
By completing the instruction type 54sec0 and sending this to
Euroclear bank with a 'w' in field: 77r or :70e (as applicable)
On behalf of your company you:
(a) irrevocably commit your company to provide euroclear bank
And/or the agent at any time upon request with a validly signed
Paper certification in the form required under the terms and
Conditions of this dr facility, and (b) agree to accept any and
All liability for any failure to produce such a paper
Certification upon request.
Euroclear bank reserves the right to take any action necessary,
Including without limitation the enforcement of the indemnity at
Section 19.4.2.2(h) of the the operating procedures of the
Euroclear system, to enforce its rights as set forth in this
Notice and the operating procedures.
Possibility of revocation of the use of electronic certification
Participants should be aware that this electronic certification
Procedure is subject to revocation by the issuer of the
Underlying securities with immediate effect. Accordingly,
Participants are advised to check the dace notice for the event
On the same day that they input their instruction to ensure that
The electronic certification procedure remains valid.
Documentation available on the web.
The full terms and conditions and the required certification form
For the above mentioned dr facility is available at
Www.euroclear.com.
To access these documents, select 'corporate actions on-line'
Page and enter the corporate action event number. Participants
Must be registered euroclear bank website users to access this
Information. Euroclear bank participants that are not registered
To the euroclear bank website can call the corporate action
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