ROSTELECOM COMPLETES ACQUISITION OF ADDITIONAL SHARES IN SVYAZINVEST
Moscow, Russia – December 27, 2012 – Rostelecom OJSC (the “Group”) (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), announces that the Company completed the acquisition of 140,315,416 additional ordinary nominal book-entry shares in Svyazinvest OJSC (“Svyazinvest”) for a total cash consideration of RUB 1,720.267 million.
The acquisition will enable the Group to remain in control of the 25% + 1 share blocking stake it possesses in the state holding before the merger is complete.
In accordance with Russian Federation Presidential Decrees №1005 dated August 12, 2010, and №1418 dated November 15, 2010, the State, represented by the Federal Agency for State Property Management, is the second Svyazinvest shareholder and purchased its stake by transferring to Svyazinvest its ordinary shares in OJSC Bashinformsvyaz, JSC Ingushelektrosvyaz, JSC Chukotkasvyazinform, OJSC MMTS-9, as well as its ordinary and Class A preferred shares in JSC Central Telegraph.
The second stage of the reorganisation, which merges Svyazinvest with Rostelecom, is expected to be completed in 2013. Once the merger is complete, Rostelecom will obtain control over all of Svyazinvest’s assets.
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For more information please visit www.rostelecom.ru or contact:
Investor Relations Department
Tel. +7 (499) 995 97 80
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Rostelecom (www.rostelecom.ru) is Russia’s largest national telecommunications operator with presence in all Russian regions. The Group is a universal operator and undisputable leader of broadband and pay-TV markets in Russia with over 9 million fixed-line broadband subscribers and over 6 million pay-TV subscribers. As Rostelecom develops its mobile data networks, its position as a major mobile operator is growing with over 13 million currently subscribed to Rostelecom’s mobile voice services. The Company currently has approximately 28 million local fixed-line voice subscribers and it is the leader in the corporate and government services segment. The Group is also an important innovator that provides solutions in the field of medicine, E-Government, cloud computing and education.
Rostelecom was assigned a ‘BBB-’ and ‘BB+’ international credit ratings by Fitch Ratings and Standard & Poor’s respectively, both with a ‘Stable’ outlook. The Group generated RUB 238.7 billion of consolidated revenues, RUB 94.0 billion of OIBDA (39.4% of revenues) and RUB 30.6 billion of net income for the nine months ended September 30, 2012.
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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 are intended to be covered by the safe harbors created thereby.
Those forward-looking statements include, but are not limited to:
- Management’s assessment of the Company’s future operating and financial results as well as forecasts of the present value of future cash flows and related factors;
- 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 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 after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable laws.
 The shares exchanged in this private placement were issued by Svyazinvest following an Extraordinary General Meeting of Svyazinvest shareholders on June 29, 2012, that approved an additional issue of 561,261,664 ordinary shares at par value of RUB 1 each. On October 11, 2012, the issue was registered with the Federal Service for Financial Markets (FSFM) and assigned under state registration number 1-03-00563-A-001D.