Rostelecom closes the deal to consolidate 100% of Tele2 Russia

Moscow, Russia - March 17, 2020 - Rostelecom PJSC (MOEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia's national telecommunications operator, announces closing of the transaction to acquire 55% of T2 RTK Holding OJSC (Tele 2 Russia). The deal saw Rostelecom finalize the consolidation of 100% of Tele2 Russia and VTB bank with a consortium of investors becoming owners of 29.4% ordinary shares in Rostelecom.

In line with the agreed deal structure, approved by Board of Directors, Rostelecom has finalized the settlements with VTB Bank and its partners to acquire the remaining 55% shares in Tele 2 Russia, including:

• A sale purchase agreement relating to the acquisition of a 45% stake in Tele2 Russia's charter capital. The transaction has a value of RUB 108 billion;
• A barter agreement to acquire a 10% stake in Tele2 Russia through the exchange of 10% of ordinary Rostelecom shares held by MOBITEL (Rostelecom subsidiary). The transaction has a value of RUB 24 billion;

The deal was partly financed through equity raise of RUB 66 billion, resourced from the additional share issue and private subscription of Rostelecom ordinary shares awarded to VTB bank.

As a result of this additional share issue, the number of ordinary shares in Rostelecom's charter capital has increased by 708, 082, 975 shares to 3,282,997,929 shares (including shares acquired in-line with preemptive rights). On 16 March 2020, Central Bank of Russia registered the Report on Rostelecom's additional ordinary share issue.

 

Anna Shumeiko, Senior Vice-President, the Chief of Staff of the President of Rostelecom, commented: "Tele 2 Russia consolidation is a historic moment for the Russian telecommunications market and pivotal for Rostelecom. The largest transaction of the recent years will enhance Rostelecom's leading position in the digital service market, adding to the Company's financial and business resilience and long-term sustainability. In the near future, we will be updating our key strategic priorities with an ultimate goal to increase Rostelecom's fundamental value through providing cutting edge digital services to Russian households, business and state. We are also excited to see VTB and its partners become our long-term strategic shareholders whose motivation matches our aim to increase capitalization".

 

Further information is available at .

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is the largest digital service provider, operating in all segments of the telecommunications market in Russia, it serves millions of households, the state and private enterprises across the country.

Rostelecom is Russia's undisputed market leader, providing high-speed Internet access to over 13.2 million users and pay-TV services to more than 10.4 million clients, over 5.6 million of which are subscribed to Rostelecom's IPTV services.

In the twelve months of 2019, the Group generated RUB 337.4 billion of revenues, RUB 106.5 billion of OIBDA (31.6% of revenue) and RUB 16.5 billion of net income.

The Group is the leading provider of telecommunications services to government bodies and corporates of all levels.

Rostelecom is a key strategic innovator that provides solutions in the following fields: E-Government, cybersecurity, data-centers and cloud computing, biometry, healthcare, education and housing & utility services.

The Group's stable financial position is confirmed by its credit ratings. Rostelecom has been assigned 'BBB-' and 'BB+' international credit ratings by Fitch Ratings and Standard & Poor's respectively, and AA(RU) by ACRA.

 

 

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Certain statements in this press release are forward-looking statements within the meaning of the U.S. federal securities laws and intended to be covered by the safe harbours created thereby.

Those forward-looking statements include, but are not limited to:

• Assessment of PAO Rostelecom's (the Company) future operating and financial results as well as forecasts of the present value of future cash flows and related factors;
• The Company's plans to take ownership stakes in other organisations;
• the Company's anticipated capital expenditures and plans to construct and modernize its network;
• the Company's expectations as to the growth in demand for its services, plans relating to the expansion of the range of its services and their pricing;
• the Company's plans with respect to improving its corporate governance practices;
• the Company's expectations as to its position in the telecommunications market and forecasts on the development of the market segments within which the Company operates;
• economic outlook and industry trends;
• the Company's expectations as to the regulation of the Russian telecommunications industry and assessment of impact of regulatory initiatives on the Company's activity;
• other statements regarding matters that are not historical facts.

 

Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include:

• risks relating to changes in political, economic and social conditions in Russia as well as changes in global economic conditions;
• risks relating to Russian legislation, regulation and taxation, including laws, regulations, decrees and decisions governing the Russian telecommunications industry, securities industry as well as currency and exchange controls relating to Russian entities and their official interpretation by regulatory bodies;
• risks relating to the Company, including the achievement of the anticipated results, levels of profitability and growth, ability to create and meet demand for the Company's services including their promotions, and the ability of the Company to remain competitive in a liberalized telecommunications market;
• technological risks associated with the functioning and development of the telecommunications infrastructure, technological innovations as well as the convergence of technologies;
• other risks and uncertainties. For a more detailed discussion of these and other factors, see the Company's Annual Report and the Company's other public filings.

Many of these factors are beyond the Company's ability to control or predict. Given these and other uncertainties, readers are cautioned not to place undue reliance on any of the forward-looking statements contained herein or otherwise. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements (which are made as of the date hereof) to reflect events or circumstances upon the annual report publication or to reflect the occurrence of unanticipated events, except as may be required under applicable laws.

 

Rostelecom Board of Directors' resolution (Minutes No. 06 dd. 13 November 2019)

Total number of ordinary shares prior to the additional issue