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(The ''Prospectus'') F MERRILL CORPORATION INEWLAN//12-OCT-07 01:17 DISK129:[07ZDA1.07ZDA71601]AA71601A.;6 mrll.fmt Free: 430DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 7 C Cs: 41959 IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the ‘‘Prospectus’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the company described herein (the ‘‘Company’’) as a result of such access. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PROSPECTUS MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS PERMITTED BY REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW) IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’) OR ANOTHER EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS 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. 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 WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A ‘‘QIB’’), OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Confirmation of Your Representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, you must be (i) a person that is outside the United States for the purposes of Regulation S under the Securities Act or (ii) a QIB that is acquiring the securities for its own account or for the account of another QIB. By accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to the Company that you are outside the United States for the purposes of Regulation S under the Securities Act or that you are a QIB and that you consent to delivery of such Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus 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 Prospectus 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 the Managers or any affiliate of the Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Managers or such affiliate on behalf of the Company in such jurisdiction. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Company. Under Russian law, the GDRs are securities of a foreign issuer. The GDRs are not eligible for initial offering and public circulation in the Russian Federation. Neither the issue of the GDRs nor a securities prospectus in respect of the GDRs has been, or is intended to be, registered with the Federal Service for the Financial Markets of the Russian Federation. The information provided in this Prospectus is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer the GDRs in the Russian Federation or to or for the benefit of any Russian person or entity. This Prospectus 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 Citigroup Global Markets Limited, Renaissance Securities (Cyprus) Limited or UBS Limited, any person who controls any of them, nor any director, officer, employee or agent of Citigroup Global Markets Limited, Renaissance Securities (Cyprus) Limited or UBS Limited nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from Citigroup Global Markets Limited, Renaissance Securities (Cyprus) Limited or UBS Limited. 07-24616-1 GLUCK ENGLISH PROSPECT Proj: P24616LON07 Job: 07ZDA71601 File: AA71601A.;6 Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. MERRILL CORPORATION INEWLAN//12-OCT-07 01:17 DISK129:[07ZDA1.07ZDA71601]BG71601A.;16 mrll.fmt Free: 195DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 7 C Cs: 64732 TABLE OF CONTENTS PAGE IMPORTANT INFORMATION ABOUT THIS DOCUMENT ........................ ii NOTICES TO CERTAIN INVESTORS ........................................ iv FORWARD-LOOKING STATEMENTS ........................................ v AVAILABLE INFORMATION ............................................... vi SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............. vi PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................... vi EXCHANGE RATE INFORMATION ......................................... viii SUMMARY ............................................................. 1 SUMMARY CONSOLIDATED HISTORICAL FINANCIAL AND OPERATING INFORMATION ............................................ 3 THE OFFERING ........................................................ 6 RISK FACTORS ......................................................... 9 USE OF PROCEEDS ..................................................... 59 DIVIDEND POLICY ..................................................... 60 CAPITALISATION AND INDEBTEDNESS ..................................... 61 SELECTED FINANCIAL AND OPERATING INFORMATION ...................... 62 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................. 65 INDUSTRY OVERVIEW ................................................... 112 DESCRIPTION OF BUSINESS .............................................. 119 RELATED PARTY TRANSACTIONS ......................................... 149 REGULATORY MATTERS ................................................. 151 MATERIAL CONTRACTS ................................................. 165 DIRECTORS AND MANAGEMENT ......................................... 169 PRINCIPAL AND SELLING SHAREHOLDERS ................................. 176 DESCRIPTION OF SHARE CAPITAL AND CERTAIN REQUIREMENTS OF RUSSIAN LEGISLATION ........................................................ 177 TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS ............ 193 SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM . 211 TAXATION ............................................................. 213 PLAN OF DISTRIBUTION ................................................. 222 SELLING RESTRICTIONS ................................................. 225 TRANSFER RESTRICTIONS ............................................... 231 SETTLEMENT AND TRANSFER ............................................ 234 INFORMATION RELATING TO THE DEPOSITARY ............................. 237 LEGAL MATTERS ....................................................... 237 INDEPENDENT AUDITORS ............................................... 237 EXPERTS .............................................................. 237 GLOSSARY OF TECHNICAL TERMS ........................................ 238 GENERAL INFORMATION ................................................ 242 INDEX TO FINANCIAL STATEMENTS ....................................... F-1 SRK REPORT ........................................................... A-1 ERCOSPLAN REPORT .................................................... B-1 i 07-24616-1 GLUCK ENGLISH PROSPECT Proj: P24616LON07 Job: 07ZDA71601 File: BG71601A.;16 Page Dim: 8.250 X 11.750⍯ Copy Dim: 38. X 62. MERRILL CORPORATION INEWLAN//12-OCT-07 01:17 DISK129:[07ZDA1.07ZDA71601]BI71601A.;25 mrll.fmt Free: 20D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 7 C Cs: 6302 IMPORTANT INFORMATION ABOUT THIS DOCUMENT If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or financial adviser. It should be remembered that the price of securities
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