MTS has sufficient available cash, cash equivalents and undrawn financing commitments to purchase the shares in the VTO and has further received a bank guarantee in this respect from Sberbank, as required by the applicable rules regarding VTOs.
Mikhail Shamolin, President and Chief Executive Officer of MTS, commented: "The VTO is part of the overall transaction to merge Comstar into MTS, and we believe that the VTO provides Comstar minority shareholders with an attractive liquidity opportunity at a premium to the average historic trading price of Comstar stock".
The final terms of the VTO will be contained in the offer document delivered to Comstar, which will provide it to Comstar shareholders.
The VTO 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.
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.
Any such offer or solicitation will be made only by means of the offer document delivered to Comstar in respect of the VTO.
The VTO will be made for the securities of Comstar, a company incorporated under the laws of Russia and will be made in the United States in compliance with Section 14(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Regulation 14E thereunder.
Persons who are resident in the United Kingdom should note that the VTO, when made, will be to, and acceptance will be accepted from, only those investors and shareholders in the United Kingdom who are (or who are acting on behalf of), and who are able to establish to the satisfaction of MTS that they are (or are acting on behalf of): "qualified investors" within the meaning of section 86(7) of the Financial Services and Markets Act 2000, or (ii) persons to whom the VTO may otherwise be made or directed without an approved prospectus having first been made available to the public in the United Kingdom.
Deliver three capacity building training sessions for the VTO
33% of Krungsri s total outstanding shares) in the VTO.
Furthermore, on September 18, 2013, BTMU announced that, in conjunction with BTMU s future acquisition of Krungsri shares through the VTO, BTMU had signed a Conditional Branch Purchase Agreement (BPA) with Krungsri for the integration of BTMU s Bangkok Branch (BTMU Bangkok Branch) and Krungsri subsequent to the VTO in compliance with the Bank of Thailand s One Presence Policy.
Deutsche Bank has been involved by Krungsri as financial adviser concerning the VTO
by BTMU for the shares of Krungsri, and the purchase by Krungsri of BTMU's Bangkok branch.