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MTS International Funding Limited

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MTS International Funding Limited IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (‘‘QIBS’’) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) PROVIDED BY RULE 144A THAT ARE ALSO QUALIFIED PURCHASERS (‘‘QPS’’), AS DEFINED IN SECTION 2(a)(51)(A) OF THE U.S. INVESTMENT COMPANY ACT OF 1940 OR (2) OUTSIDE OF THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’). IMPORTANT: You must read the following before continuing. The following applies to the Document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Document. In accessing the Document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, PRIOR TO THE EXPIRATION OF A 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S) COMMENCING ON THE CLOSING DATE, THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Document or make an investment decision with respect to the securities, investors must be either (1) a QIB that is also a QP or (2) outside the United States. The Document is being sent at your request and by accepting the e-mail and accessing the Document, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBS that are also QPS or (b) you and the electronic mail address that you gave us and to which this e-mail has been delivered are not located in the United States and (2) you consent to delivery of such Document by electronic transmission. You are reminded that the Document has been delivered to you on the basis that you are a person into whose possession the Document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Document to any other person. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and J.P. Morgan Securities plc, The Royal Bank of Scotland plc and GPB-Financial Services Limited, collectively referred to herein as the Joint Lead Managers, or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of the Issuer in such jurisdiction. The Document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Document distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. 15JUN201106100788 U.S.$500,000,000 5% Loan Participation Notes due 2023 issued by, but with limited recourse to, MTS International Funding Limited for the sole purpose of financing a loan to Mobile TeleSystems OJSC Issue Price: 100% MTS International Funding Limited, or the Issuer, a company organized and existing as a private limited company under the laws of Ireland, is issuing an aggregate principal amount of U.S.$500,000,000 5% loan participation notes due 2023, or the Notes, for the sole purpose of financing a loan, or the Loan, to Mobile TeleSystems OJSC, or MTS or the Borrower, pursuant to a loan agreement, or the Loan Agreement, dated May 30, 2013 between the Issuer, as lender, and the Borrower. The Loan will bear interest at 5% per annum. Subject to the provisions of the Trust Deed (as defined herein), the Issuer will charge as security for its payment obligations in respect of the Notes and under the Trust Deed (i) its rights to all payments of principal, interest and additional amounts (if any) payable by the Borrower under the Loan Agreement; (ii) its rights to receive all sums which may be or become payable by the Borrower under any claim, award or judgment relating to the Loan Agreement; and (iii) by way of a first fixed charge, all the rights, title and interest in and to amounts deposited in an account of the Issuer pursuant to the Loan Agreement, in each case to Deutsche Trustee Company Limited, or the Trustee, as trustee for the benefit of the holders of the Notes, or the Noteholders, upon the closing of the offering of the Notes. Furthermore, under the terms of the Trust Deed, the Issuer will assign all of its rights under the Loan Agreement, except for any Reserved Rights (as defined herein) and rights subject to the charge as described above, to the Trustee for the benefit of itself and the Noteholders upon the closing of the offering of the Notes. The Notes are secured limited recourse obligations of the Issuer. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make such payment will constitute an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received by or for the account of the Issuer from MTS pursuant to the Loan Agreement, excluding amounts paid in respect of the Reserved Rights (as defined herein). The Issuer will have no other financial obligation under the Notes. The Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on MTS’ credit and financial standing in respect of the financial servicing of the Notes. Interest on the Notes will be payable at an annual rate equal to 5%. Subject to receipt of the funds necessary therefor from the Borrower, the Issuer will make interest payments on the Notes in arrear on May 30 and November 30 in each year, commencing on November 30, 2013, as described under ‘‘Terms and Conditions of the Notes—Interest.’’ Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on May 30, 2023. Except as set forth herein under ‘‘Taxation,’’ payments in respect of the Notes (and the Loan) will be made without any deduction or withholding for or on account of taxes of the Russian Federation or Ireland. As set forth more fully in the Loan Agreement, MTS may prepay the Loan at its principal amount, in whole but not in part, together with accrued interest, if (i) MTS or the Issuer must deduct or withhold certain taxes from payments they make in respect of the Loan or the Notes, respectively, or following enforcement of the security created in the Trust Deed and upon MTS or the Trustee being required to deduct or withhold any taxes of the Russian Federation or the jurisdiction in which the Trustee in domiciled; or (ii) it becomes illegal for the Notes or the Loan to remain outstanding. Upon such occurrence, the Issuer will, subject to the receipt of the relevant funds from MTS, prepay the principal amount of all Notes outstanding, together with accrued interest. Except as otherwise expressly provided in this prospectus, or the Prospectus, and in the Trust Deed, no proprietary or other direct interest in the Issuer’s rights under or in respect of the Loan Agreement, or in any rights that the Issuer may receive by way of assignment in respect of the Loan, exists for the benefit of the Noteholders. Subject to the terms of the Trust Deed, no Noteholder will be entitled to enforce any provisions of the Loan Agreement or have direct recourse to the Borrower. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK.
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