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03.11.10 Offering Circular

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03.11.10 Offering Circular IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT IN THE UNITED STATES, CANADA AND THE REPUBLIC OF SOUTH AFRICA. THE SECURITIES REFERRED TO HEREIN (THE SECURITIES) ARE BEING OFFERED AND SOLD IN ‘‘OFFSHORE TRANSACTIONS’’ AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S (REGULATION S) UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). You must read the following before continuing. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OR ADVERTISEMENT OF SECURITIES IN RUSSIA. 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 AND, SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED OR TRANSMITTED TO ANY PERSON IN THE UNITED STATES OR ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. 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: To be eligible to view this offering circular or make an investment decision with respect to the securities, investors must be outside the United States. This offering circular is being sent at your request and by accepting the e-mail and accessing this offering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are outside the United States, and that the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, and (2) that you consent to delivery of such offering circular by electronic transmission. You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this offering circular 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 of securities in any place where offers or solicitations of securities are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Open Joint Stock Company ‘‘Mostotrest’’ (the Company) in that jurisdiction. This offering circular is being distributed only to and directed only at persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply and in member states of the European Economic Area, to ‘‘qualified investors’’ within the meaning of the law in that relevant member state implementing Article 2(1)(e) of Directive 2003/71/EC. This offering circular 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 Company, the Selling Shareholder, Deutsche Bank AG, London Branch, J.P. Morgan Securities Ltd, TKB Capital (CJSC), CJSC ‘‘Investment Company ‘‘Troika Dialog’’ and TD Investments Limited (the Managers), any person who controls the Company, the Selling Shareholder, or a Manager, a director, officer, employee or agent of the Company, the Selling Shareholder, or a Manager or an affiliate of any such person accepts any liability or responsibility whatsoever for any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. 10zci73001 Bridge Spine_HIRES_C6_2 10/14/10 10:20 PM Page 1 spine width = 18mm 11OCT201017285319 Open Joint Stock Company ‘‘Mostotrest’’ (a company incorporated in Russia) Offering of 62,060,000 ordinary shares Offer Price: US$6.25 This offering circular relates to an offering (the Offering) of 62,060,000 ordinary shares (the Shares), each with a nominal value of RUB0.14 (the Ordinary Shares) in Open Joint Stock Company ‘‘Mostotrest’’ (the Company), a company incorporated in Russia, consisting of an offer of 62,060,000 Ordinary Shares by Marc O’Polo Investments Ltd. (the Selling Shareholder), a company incorporated in Cyprus. The Company will not receive any proceeds directly from the Offering. However, in connection with the Offering, the Company has authorised the issue of 62,060,000 Ordinary Shares (the New Shares) to be placed by way of an open subscription under Russian law (the Open Subscription). The Company’s shareholders of record as at 8 September 2010, including the Selling Shareholder, have statutory pre-emptive rights to subscribe for the New Shares pro rata to their existing shareholding, as at that date. See ‘‘Description of the Offering—Open Subscription’’. The price per New Share in the Open Subscription is expected to be equal to the Offer Price. The Selling Shareholder will participate in the placement of the New Shares on the basis of its statutory pre-emptive rights as an existing shareholder and has agreed in the Underwriting Agreement (as defined below) to subscribe for a total of not less than 24,824,000 New Shares (the Committed Shares), which once completed, is expected to result in the Company receiving approximately US$155.2 million. See ‘‘Use of Proceeds’’. The New Shares to be subscribed for in the Open Subscription, as well as the statutory Russian prospectus relating to the New Shares, were registered by the Russian Federal Service for Financial Markets (the FSFM) under State registration number 1-03-02472-A-001D on 5 October 2010. The Ordinary Shares are listed on the ‘‘B’’ list of the Open Joint-Stock Company ‘‘Russian Trading System’’ Stock Exchange (RTS) and are admitted to trading on the Closed Joint-Stock Company ‘‘MICEX Stock Exchange’’ (MICEX), in each case under the symbol ‘‘MSTT’’. The Shares are being offered in Russia and to certain institutional investors outside of Russia and outside of the United States in ‘‘offshore transactions’’ in accordance with Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the Securities Act). This offering circular is intended for use only in connection with offers and sales of the Shares outside of the United States in accordance with Regulation S and is not to be sent or given to any person within the United States. The Shares have not been, and will not be, registered under the Securities Act, or with any securities regulatory authority in any state of the United States and may not be offered, sold or delivered within the United States. Purchasers of the Shares may not offer, sell, pledge or otherwise transfer the Shares in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See ‘‘Plan of Distribution, Selling and Transfer Restrictions’’. This offering circular is for information purposes only and is not a prospectus prepared or filed with any regulatory or other governmental authorities in any jurisdiction in connection with the registration of the issue, the offer or sale of the Shares described in this offering circular. The Shares are of a specialist nature and should only be bought and traded by investors who are particularly knowledgeable about investing in emerging markets. An investment in the Shares is speculative and carries a high degree of risk. See ‘‘Risk Factors’’ for a discussion of certain matters that prospective investors should consider prior to making an investment decision. Potential investors must be prepared to bear the risk of total loss of their investment. Joint Global Coordinators and Joint Bookrunners Deutsche BankJ.P. Morgan Troika Dialog Co-Lead Manager TKB Capital The date of this offering circular is 3 November 2010. IMPORTANT INFORMATION This offering circular is confidential. Potential investors may use this offering circular solely for the purpose of considering the purchase of the Shares outside the United States in ‘‘offshore transactions’’ in accordance with Regulation S under the Securities Act. Potential investors may not reproduce, distribute or forward this offering circular, in whole or in part, and may not disclose any of the contents of this offering circular or use any information contained herein for any purpose other than considering an investment in the Shares, except to the extent that such information is otherwise publicly available. Each potential investor shall be deemed to agree to the foregoing by accepting delivery of this offering circular. In particular, this offering circular may not be forwarded or transmitted into the United States.
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