By continuing to use our site, you consent to the processing of cookies and other user data, in accordance with Privacy Policy. The Parties agree that it is Purchaser’s exclusive responsibility to ensure compliance (directly or through the Designee) with all provisions of the Italian Securities Regulations that apply to the offeror in the context of the Mandatory Tender Offer. As of the date the Mandatory Tender Offer was received by the Company, LLC “MegaFon Finance” together with its affiliate held 78.84% of the total outstanding Shares. [23], Among member states of the European Union, the 2004 Takeover Directive specifies general standards for national takeover legislation, including a mandatory offer rule, though the choice of threshold is left to individual states. A debt tender offer is a public solicitation to a company's bondholders requesting that they sell back their bonds or debt securities at a specific price and during a certain timeframe. Typically, a mandatory offer must be made when the acquiring company exceeds a certain shareholding threshold in the target, or gains actual control of the target. Shareholders are urged to consult with their financial and tax adviser, and legal counsel if they have any questions in relation to the Mandatory Tender Offer. In effect, a tender offer is a conditional offer to buy. prior to the date of entry of a record of cessation of the operations of JSC Independent Registrar Company in the Unified State Register of Legal Entities due to its reorganization in the form of merger into Joint Stock Company “Independent Registrar Company R.O.S.T.”: from the date of entry of a record of cessation of the operations of JSC Independent Registrar Company in the Unified State Register of Legal Entities due to its reorganization in the form of merger into Joint Stock Company “Independent Registrar Company R.O.S.T.”. Mandatory Tender Offer, recommendations of the Board of Directors of PJSC “MegaFon” and additional information for the shareholders of PJSC “MegaFon”: Procedure for the acceptance of the Mandatory Tender Offer. [13], In Hong Kong, mandatory offers have been governed since 1975 by Rule 26 of the Code on Takeovers and Mergers, issued by the Securities and Futures Commission. [3], Thresholds for mandatory offers vary widely between countries. The mandatory tender offer is made in relation to the following number of the indicated type, category, series of securities (number of securities) Common registered uncertificated shares 387 838 836 Location (address of residence) of the entity/person making the mandatory tender offer Пожалуйста, установите современный браузер: Extraordinary General Shareholder meetings, © 2020 PJSC «MegaFon». The code does not have force of law. The period for acceptance of the Mandatory Tender Offer is 70 (seventy) days from the date the Mandatory Tender Offer was received by the Company (i.e. from 28 December 2018 until 7 March 2019, inclusive). Any shareholder to whom the Mandatory Tender Offer is addressed and who is registered in the shareholders’ register of PJSC “MegaFon” may accept the Mandatory Tender Offer by sending a written application to sell the securities (the Shares owned by such shareholder) to the registrar of PJSC “MegaFon” by post or delivering it personally at the below addresses: The recommended form of the application is available on this website page. Such order (instruction) must contain information on the number of Shares sold by the shareholder, the category (type) of the Shares, as well as other information required pursuant to the deposit agreement and necessary for the nominee holder to identify the shareholder, write off the Shares from the depo account and transfer the purchase price for the Shares purchased pursuant to the Mandatory Tender Offer. In the 1990s, France's rule was expanded to require an offer to purchase 100% of outstanding shares. [20] However, as the financial crisis which began that year deepened, the rule was repealed the following year under pressure from the International Monetary Fund and the International Bank for Reconstruction and Development, who believed that the rule could deter takeover bids against companies in financial distress. A major transaction concluded prior to the rule's reinstatement was the Brazilian government's sale of its 66.7% of voting shares in Banco Banespa to Banco Santander, in which Banco Santander's tender offer covered only the government's state and excluded the minority shareholders. France adopted a partial mandatory offer rule in 1989: it obligated the acquirer to offer to purchase two-thirds of the outstanding shares. The Definition of a Tender Offer A tender offer is a public offer, made by a person, business, or group, who wants to acquire a given amount of a particular security. 361 of March 5, 2002, the Novo Mercado Rules and articles 29 and 31 of the Bylaws, which such offer will be launched following the consummation of the … The GM Transaction Closing Notice shall be delivered no earlier than the date a Subsidiary of ABI commences the Mandatory Tender Offer. [21][22], Though the United States is the main model for Taiwan's mergers and acquisitions laws, Taiwan adopted a partial mandatory offer requirement in 2002 in Article 43-1 of the Securities and Exchange Act [zh]. Most countries, with the notable exception of the United States, have provisions requiring mandatory offers. Upon reaching this threshold, the acquiring company must notify the target company and the Federal Financial Supervisory Authority, and make an offer in the form specified by § 11 of the act and its regulations to acquire the remaining shares. Recommendations of the Board of Directors of PJSC “MegaFon” in respect of the Mandatory Tender Offer to purchase ordinary shares of PJSC “MegaFon” made by LLC “MegaFon Finance”. Please note that pursuant to the JSC Law the shareholders have a right, but not an obligation, to accept the Mandatory Tender Offer. All applications must be received by expiration of the term for acceptance of the Mandatory Tender Offer, i.e. It was repealed that year, but then partially reinstated in 2000 due to pressure from institutional investors. [6], Brazilian corporate law provided for a mandatory offer rule prior to 1997. The period for acceptance of the Mandatory Tender Offer is 70 (seventy) days from the date the Mandatory Tender Offer was received by the Company (i.e. Under the 2011 Takeover Code, these percentages were raised to 20% and 26% respectively. ", "The Nature of the Market for Corporate Control in India", "India raises threshold for mandatory takeover offer", "M&A in Korea: Continuing Concern for Minority Shareholders", "Corporate Governance in Korea at the Millenium: Enhancing International Competitiveness", https://en.wikipedia.org/w/index.php?title=Mandatory_offer&oldid=974267728, Creative Commons Attribution-ShareAlike License, This page was last edited on 22 August 2020, at 01:51. 2002 regulations maintained the 30% threshold, but provided that the mandatory bid only had to be made if the acquirer intended to acquire more shares, and permitted the CSRC to grant exceptions to the obligation to bid. The mechanics of the rule were largely based on United Kingdom and Hong Kong rules, although Taiwan requires only a partial offer to purchase outstanding shares, rather than the full offer required in the United Kingdom and Hong Kong. [25] An acquiring company must make a mandatory offer upon achieving a "controlling interest" in the target, defined by § 35 of the act as a thirty percent direct or indirect shareholding. Such applications shall be submitted pursuant to the procedure set forth in Article 76, para. After the Securities and Exchange Board of India (SEBI) became a statutory body with the power to issue subsidiary legislation under the SEBI Act 1992, the board promulgated the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1994 (colloquially, the "Takeover Code"), governing takeovers, including a mandatory bid rule. http://nrcreg.ru/contacts/branch/default.aspx. [5], A mandatory offer rule is distinct from tag-along rights, which give minority shareholders the right to join in any sale by the majority shareholder: the former is an obligation imposed on the acquirer by laws and regulations, while the latter may be provided voluntarily by the majority shareholder of the target to minority shareholders through unilateral announcement or in a shareholders' agreement or similar private contract. [27], Offer made by one company to purchase some or all outstanding shares of another company, harvnb error: multiple targets (2×): CITEREFCai2011 (, pressure from the International Monetary Fund, International Bank for Reconstruction and Development, "Takeover Laws and Financial Development", "Europe's Thirteenth Directive and U.S. Takeover Regulation: Regulatory Means and Political Economic Ends", Bennedsen, Meisner Nielsen & Vester Nielsen 2012, "Limitations of Legal Transplantation: The Comparison of Tender Offer Regulations between China and Western Countries", "Hong Kong Code on Takeovers and Mergers: Toothless Watchdog or Handmaiden of Equality? A major transaction concluded prior to the rule's reinstatement was the Brazilian government's sale of its 66.7% of voting shares in Banco Banespa to Banco Santander, in which Banco Santander's tender offer covered only the government's state and excluded the minority shareholders. You can identify forward looking statements by terms such as “expect”, “believe”, “anticipate”, “estimate”, “forecast”, “intend”, “will”, “could”, “may”, or “might”, including the negative form of such verbs or other similar expressions. The price per share of the Mandatory Tender Offer may be adjusted more or less as a function of the adjustments to the Base Price set forth in the Purchase Agreement and shall be converted into pesos the official exchange rate of Banco Nación Argentina on the closing date of the Transaction. Some of the information on this website may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. On 27 December 2018, Public Joint Stock Company “MegaFon” (“PJSC “MegaFon” or the “Company”) received a mandatory tender offer to purchase securities of PJSC “MegaFon” (the “Mandatory Tender Offer”) made by Limited Liability Company “MegaFon Finance” (“LLC “MegaFon Finance”) in respect of 131 212 843 ordinary shares of PJSC “MegaFon” (the “Shares”). Information Letter in relation to the Mandatory Tender Offer for the purchase of ordinary shares of PJSC “MegaFon” made by LLC “MegaFon Finance”. Any questions with respect to the procedure for the acceptance of the Mandatory Tender Offer can be addressed to the registrar of PJSC “MegaFon” by email to: [email protected], or by telephone: 8-800-200-81-60. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, as well as many other risks specifically related to the Company and its business and operations.

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