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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Mobile TeleSystems Public Joint Stock Company
(Name of Subject Company (Issuer))
Stream Digital, LLC
(Name of Filing Person (Offeror and Affiliate of Issuer))
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Common Stock, par value RUB 0.10 per share of
Common Stock
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Not Applicable
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American Depositary Shares evidenced by American
Depositary Receipts, each representing two
shares of Common Stock
(Title of Class of Securities)
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607409109
(CUSIP Number of Class of Securities)
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Joshua B. Tulgan
Director, Corporate Finance and Investor Relations
Mobile TeleSystems Public Joint Stock Company
5 Vorontsovskaya Street, bldg. 2, 109147 Moscow Russian Federation
Phone: +7 495 223 20 25, Fax: +7 495 911 65 67
E-mail: ir@mts.ru
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of Filing Persons)
Copies to:
J. David Stewart
Latham & Watkins LLP
Ul. Gasheka 6, Ducat III, Office 510
Moscow 125047
Russia
Telephone: +7.495.785.1234
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$77,959,842
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$8,995.00
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*
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The
transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the tender offer for not more than $77,959,842 in aggregate
for a maximum of 18,368,324 shares of common stock.
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**
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The
amount of the filing fee equals US$115.90 per US$1,000,000 of the transaction value.
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Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form of Registration No.:
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N/A
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Date Filed:
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N/A
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o
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Check
the box if the filing relates solely to preliminary communications made before the commencement of the tender
offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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third
party tender offer subject to Rule 14d-1
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ý
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issuer
tender offer subject to Rule 13e-4
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o
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going
private transaction subject to Rule 13e-3
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amendment
to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer:
o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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ý
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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o
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Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
SCHEDULE TO
This Tender Offer Statement on Schedule TO (the "Schedule TO") is being filed by Stream Digital, LLC (the "Offeror"), a
wholly-owned subsidiary of Mobile TeleSystems Public Joint Stock Company (the "Company"), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
relates to the return of cash to holders of shares of common stock, par value RUB 0.10 per share (the "Common Stock") and American Depositary Shares ("ADSs") of the Company, by way of a cash tender
offer by the Offeror for shares of the Company's Common Stock (including shares of Common Stock represented by ADSs) up to a maximum aggregate purchase amount of RUB 4,647,186,170, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated January 17, 2017 (the "Offer to Purchase"), the related Common Stock Letter of Transmittal with respect to the shares of
Common Stock and the related ADS Letter of Transmittal with respect to the ADSs (which collectively, as they may be amended and supplemented from time to time, constitute the "Tender Offer"), copies
of which are filed with this Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively. This Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(2) under the Exchange Act.
The
information in the Offer to Purchase, the Tender Form and the Letter of Transmittal is incorporated by reference in answer to Items 1 through 11 in this Schedule TO,
and as more particularly set forth below.
Item 1. Summary Term Sheet.
The information set forth in the sections captioned "Background and Summary Term Sheet," Questions and Answers on the Tender Offer" and "Further
Information for ADS Holders" of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(i), are incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name
and Address: The name of the issuer is Mobile TeleSystems Public Joint Stock Company, a company incorporated in the Russian Federation with Registered
No. 1027700149124. The address of its principal executive office and each of its executive officers and directors is 4 Marksistskaya Street, Moscow 109147, Russian Federation, and its
telephone number is +7 495 223 20 25.
(b) Securities:
The information set forth in the section captioned "Additional InformationShare Capital and Trading" of the Offer to Purchase is incorporated
herein by reference.
(c) Trading
Market and Price: The information set forth in the section captioned "Additional InformationShare Capital and Trading" of the Offer to Purchase is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name
and Address: Stream Digital, LLC, a company incorporated in the Russian Federation, is the filing person. Stream Digital, LLC is a wholly-owned
subsidiary of the subject company Mobile TeleSystems Public Joint Stock Company. The address of the Offeror's principal executive office and each of its executive officers and directors is 51/4, bld.
2 Schepkina street, Moscow 129110, Russian Federation and its telephone number is +7 (499) 429 05 89. The information set forth in the sections captioned "Additional InformationThe
Directors and Officers of the Company and the Offeror" and "Additional InformationDirectors' and Officers' Interests" of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material
Terms: The information set forth in Part II ("Background and Summary Term Sheet"), Part III ("Questions and Answers on the Tender Offer"),
Part IV ("Details of the Tender Offer in Respect of Shares of Common Stock"), Part V ("Certain Taxation Considerations in Relation to the Tender Offer"), Part VI ("Additional
Information") and Part VII ("Further Information for ADS Holders") of the Offer to Purchase is incorporated herein by reference.
(b) Purchases:
The information set forth in the section captioned "Additional InformationDirectors', Officers' and Affiliates' Participation" of the Offer to
Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) Agreements
Involving the Subject Company's Securities: The information set forth in the section captioned "Additional InformationAgreements Relating to the
Shares of Common Stock and ADSs" of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes:
The information set forth in Part II ("Background and Summary Term Sheet") and Part III ("Questions and Answers on the Tender Offer") of the
Offer to Purchase is incorporated herein by reference.
(b) Use
of the Securities Acquired: The information set forth in Part II ("Background and Summary Term Sheet"), Part III ("Questions and Answers on the Tender
Offer") and Part IV ("Details of the Tender Offer in respect of Common Stock") of the Offer to Purchase is incorporated herein by reference.
(c) Plans:
The information set forth in the sections captioned "Additional InformationAgreements Relating to Common Stock and ADSs" and "Additional
InformationDirectors', Officers' and Affiliates' Participation" of the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source
of Funds: The information set forth in Part II ("Background and Summary Term Sheet") and Part III ("Questions and Answers on the Tender Offer") of
the Offer to Purchase is incorporated herein by reference.
(b) Conditions:
The information set forth in the section captioned "Details of the Tender Offer in respect of Shares of Common StockTerms and Conditions of the
Tender Offer" of the Offer to Purchase is incorporated herein by reference.
(d) Borrowed
Funds: N/A
Item 8. Interest in Securities of the Subject Company.
(a) Securities
Ownership: The information set forth in the section captioned "Additional InformationDirectors' and Officers' Interests" of the Offer to Purchase
is incorporated herein by reference.
(b) Securities
Transactions: The information set forth in the section captioned "Additional InformationAgreements Relating to the Shares of Common Stock and
ADSs" and in the section captioned "Additional InformationTransactions in the Shares of Common Stock and ADSs" of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations
or Recommendations: The information set forth in the section captioned "Additional InformationParties Engaged in Solicitations" of the Offer
to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
The Offeror is a wholly-owned subsidiary of the Company with insignificant operations other than carrying out the Tender Offer. With respect to
the Company, the financial statements are not considered material in reliance on Instruction 2 to this Item 10, as: (a) the consideration offered
consists
solely of cash; (b) the offer is not subject to any financing condition; and (c) the Company is a public reporting company under Section 13(a) or 15(d) of the Exchange
Act that files reports electronically on EDGAR.
Item 11. Additional Information.
(a) Agreements,
Regulatory Requirements and Legal Proceedings: The information set forth in Part II ("Background and Summary Term Sheet") and Part VI
("Additional Information") of the Offer to Purchase is incorporated herein by reference.
(c) Other
Material Information: The information in the Offer to Purchase, the Common Stock Letter of Transmittal and the ADS Letter of Transmittal is incorporated herein by
reference.
Item 12. Exhibits.
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Exhibit
No.
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Document
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(a)(1)(i)
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Offer to Purchase, dated January 17, 2017
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(a)(1)(ii)
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Form of Common Stock Letter of Transmittal
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(a)(1)(iii)
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Form of Purchase Agreements in Respect of Tenders of Shares of Common Stock Under the Tender Offer
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(a)(1)(iv)
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Form of ADS Letter of Transmittal
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(a)(1)(v)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(vi)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(2)
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N/A
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(a)(3)
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N/A
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(a)(4)
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N/A
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(a)(5)(i)
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Tender Offer Announcement, dated January 17, 2017
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(a)(5)(ii)
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Summary Advertisement, dated January 17, 2017
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(a)(5)(iii)
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Internal Communications Materials, dated January 17, 2017
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(b)
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N/A
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(d)(i)
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Stock Option Program on Distribution of Shares (2013) (incorporated herein by reference to the Company's Schedule TO filed on October 31, 2016)
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(d)(ii)
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Purchase Agreement between Stream Digital, LLC and Sistema Finance S.A., dated January 17, 2017
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(d)(iii)
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Deposit Agreement (incorporated herein by reference to the Company's Form 20-F for the fiscal year ended December 31, 2000 filed on June, 2001 and amendments thereto on form F-6 filed on March 19,
2004, December 14, 2004, December 21, 2004, August 7, 2007, April 20, 2010 and June 3, 2016, respectively)
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(g)
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N/A
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(h)
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N/A
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Item 13. Information Required by Schedule 13E-3.
N/A.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true,
complete and correct.
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STREAM DIGITAL, LLC
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Dated: January 17, 2017
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By:
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/s/ ROLANDI TABATADZE
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Name:
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Rolandi Tabatadze
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Title:
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General Director
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INDEX TO EXHIBITS
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Exhibit
No.
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Document
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(a)(1)(i)
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Offer to Purchase, dated January 17, 2017
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(a)(1)(ii)
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Form of Common Stock Letter of Transmittal
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(a)(l)(iii)
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Form of Purchase Agreements in Respect of Tenders of Shares of Common Stock Under the Tender Offer
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(a)(1)(iv)
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Form of ADS Letter of Transmittal
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(a)(1)(v)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(vi)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(2)
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N/A
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(a)(3)
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N/A
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(a)(4)
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N/A
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(a)(5)(i)
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Tender Offer Announcement, dated January 17, 2017
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(a)(5)(ii)
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Summary Advertisement, dated January 17, 2017
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(a)(5)(iii)
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Internal Communications Materials, dated January 17, 2017
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(b)
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N/A
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(d)(i)
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Stock Option Program on Distribution of Shares (2013) (incorporated herein by reference to the Company's Schedule TO filed on October 31, 2016)
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(d)(ii)
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Purchase Agreement between Stream Digital, LLC and Sistema Finance S.A., dated January 17, 2017
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(d)(iii)
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Deposit Agreement (incorporated herein by reference to the Company's Form 20-F for the fiscal year ended December 31, 2000 filed on June, 2001 and amendments thereto on form F-6 filed on March 19,
2004, December 14, 2004, December 21, 2004, August 7, 2007, April 20, 2010 and June 3, 2016, respectively)
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(g)
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N/A
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(h)
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N/A
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