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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. This document constitutes a prospectus relating to OJSC MegaFon prepared in accordance with the Prospectus Rules. Application has been made (1) to the FSA, in its capacity as competent authority (the U.K. Listing Authority, or “UKLA”) under the FSMA, for a listing of up to 620,000,000 GDRs consisting of (i) 82,569,546 GDRs to be issued on or about 3 December 2012 (the “Closing Date”), (ii) up to 8,256,954 additional GDRs to be issued in connection with the Over- allotment Option, and (iii) up to 529,173,500 additional GDRs to be issued from time to time against the deposit of ordinary shares (to the extent permitted by law) with a custodian acting on behalf of The Bank of New York Mellon (Luxembourg) S.A. (the “Depositary”), to be admitted to the official list of the FSA (the “Official List”) and (2) to the London Stock Exchange plc (the “London Stock Exchange”), for such GDRs to be admitted to trading on the London Stock Exchange’s regulated market for listed securities (the “Regulated Market”) through its International Order Book (the “IOB”), which is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Conditional trading in the GDRs on the London Stock Exchange through the IOB is expected to commence on an if-and-when-issued basis on or about 28 November 2012. Admission to the Official List and unconditional trading on the London Stock Exchange (collectively, “Admission”) is expected to take place on or about 3 December 2012. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. OJSC MegaFon’s GDRs are expected to be traded on the Regulated Market under the symbol “MFON”. The Offering comprises (i) an offering of Offer Shares in the Russian Federation and (ii) an offering of Securities outside of the Russian Federation. The Securities are being offered outside the United States in reliance on Regulation S (“Regulation S”, and such Securities, the “Regulation S Offering”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and within the United States to certain qualified institutional buyers (“QIBs”) as defined in, and in reliance on, Rule 144A (“Rule 144A”, and such Securities, the “Rule 144A Offering”) under the Securities Act. See “Plan of Distribution”. Our ordinary shares have been listed on quotation list “V” of CJSC MICEX Stock Exchange (“MICEX”) since 27 September 2012 under the symbol MFON. Trading in our ordinary shares on MICEX is expected to commence on or about 28 November 2012. Prior to the Offering, there has been no public market for the Securities. Prices for the Offer Shares traded on MICEX may not reflect the value of the GDRs. The credit ratings included in this Prospectus have been issued, for the purposes of Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the “CRA Regulation”) by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s”) and Moody’s Investors Service Ltd (“Moody’s”). Standard and Poor’s and Moody’s are established in the European Union (the “EU”) and registered under the CRA Regulation. As such, Standard and Poor’s and Moody’s are included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Investing in the Securities involves a high degree of risk. See “Risk Factors” beginning on page 22. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, Securities in any jurisdiction in which such offer or solicitation would be unlawful. Neither the GDRs nor the Offer Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except to persons reasonably believed to be QIBs or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of certain restrictions on transfers of the GDRs, see “Terms and Conditions of the Global Depositary Receipts” and “Selling and Transfer Restrictions”. The GDRs will be issued in master form. The GDRs offered and sold in the United States (the “Rule 144A GDRs”) will be evidenced by a master Rule 144A global depositary receipt (the “Rule 144A Master GDR”) deposited with The Bank of New York Mellon in New York as custodian for The Depository Trust Company (“DTC”), and registered in the name of Cede & Co., as nominee for DTC and the GDRs offered and sold outside the United States (the “Regulation S GDRs”) will be evidenced by a master Regulation S global depositary receipt (the “Regulation S Master GDR” and, together with the Rule 144A Master GDR, the “Master GDRs”) registered in the name of The Bank of New York Depository (Nominees) Limited as nominee for The Bank of New York Mellon, London Branch, as common depositary for Euroclear Bank SA/NV (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). The ordinary shares represented by the GDRs will be held by Sberbank of Russia, as custodian (the “Custodian”), for the Depositary. Except as described herein, beneficial interests in the Master GDRs will be shown as, and transfers thereof will be effected only through DTC with respect to the Rule 144A GDRs and Euroclear and Clearstream with respect to the Regulation S GDRs, and their direct and indirect participants, as applicable. It is expected that delivery of the GDRs will be made against payment therefor in U.S. dollars in same day funds through the facilities of DTC, Euroclear and Clearstream on or about the Closing Date. Each investor in the Offer Shares is required to pay for any such Offer Shares in U.S. dollars or rubles, as the case may be. In order to take delivery of the Offer Shares, an investor should either have a direct account with CJSC “Computershare Registrar”, our share registrar, or a deposit account with NSD or any other depositary that has an account with NSD or a direct account with our share registrar. See “Settlement and Delivery”. Joint Global Coordinators and Joint Bookrunners Morgan Stanley Sberbank CIB Joint Bookrunners Citigroup Credit Suisse VTB Capital Prospectus dated 28 November 2012. IMPORTANT INFORMATION ABOUT THIS PROSPECTUS Each prospective investor, by accepting delivery of this Prospectus, agrees that this Prospectus is being furnished by OJSC MegaFon solely for the purpose of enabling a prospective investor to consider the purchase of the Securities. Any reproduction or distribution of this Prospectus, in whole or in part, any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Securities is prohibited, except to the extent that such information is otherwise publicly available. None of the Joint Bookrunners (as defined under “Plan of Distribution”) makes any representation or warranty, express or implied, nor accepts any responsibility, as to the accuracy or completeness of any of the information in this Prospectus. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of OJSC MegaFon, the Selling Shareholders or the Joint Bookrunners that any recipient of this Prospectus should purchase the Securities. Each potential purchaser of Securities should determine for itself the relevance of the information contained in this Prospectus, and its purchase of Securities should be based upon such investigation, as it deems necessary. This Prospectus, including the financial information included herein, is issued in compliance with the Prospectus Rules of the FSA, which comply with the provisions of Directive 2003/71/EC (the “Prospectus Directive”) as amended by Directive 2010/73/EU for the purpose of giving information with regard to OJSC MegaFon, the Selling Shareholders and the GDRs.
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