Printmgr File
an open joint stock company organised under the laws of the Russian Federation Offering of 84,526,819 ordinary shares in the form of Offer Shares and Global Depositary Receipts Offer Price U.S.$20 per Global Depositary Receipt / Offer Share This is an offering (the “Offering”) by Sonera Holding B.V. (“Sonera”) and MegaFon Investments (Cyprus) Limited (“MICL”, and together with Sonera, the “Selling Shareholders”), a subsidiary of Open Joint Stock Company MegaFon (“OJSC MegaFon” or the “Company”), of 84,526,819 ordinary shares with a nominal value of 0.1 rubles each in the share capital of OJSC MegaFon, consisting of 1,957,273 ordinary shares in the form of ordinary shares (the “Offer Shares”) and 82,569,546 ordinary shares in the form of global depositary receipts representing ordinary shares (the “GDRs”, and together with the Offer Shares, the “Securities”). One GDR represents an interest in one ordinary share. The Selling Shareholders will grant to the Joint Global Coordinators (as defined under “Plan of Distribution”) on behalf of the Joint Bookrunners (as defined under “Plan of Distribution”) an option (the “Over-allotment Option”) to purchase up to 8,452,681 additional ordinary shares in the form of ordinary shares and GDRs at the Offer Price for the purposes of meeting over-allotments in connection with the Offering, if any. This document (the “Prospectus”) has been approved by the United Kingdom Financial Services Authority (the “FSA”) in accordance with the prospectus rules (the “Prospectus Rules”) of the FSA made under Section 73A of the Financial Services and Markets Act 2000, as amended (the “FSMA”), solely in relation to an admission to trading on a regulated market of the GDRs.
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