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Final stage of UTK’s reorganization |
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Krasnodar, March 21, 2011: Southern Telecommunications Company (UTK) (RTS: KUBN, KUBNP; MICEX: UTEL, UTELP; ADR OTC: STJSY, KUE FRA)], the principal fixed-line telecommunications provider for Russia’s Southern and North-Caucasian Federal Districts reports that the trading in shares, American Depositary Receipts (the «ADRs») and exchange-traded bonds of the OJSC Southern Telecommunications Company will cease as a result of the ongoing reorganisation.
On March 25, 2011, OJSC Southern Telecommunications Company (UTK) is expected to provide the regulatory bodies with the required documents regarding the registration of termination of their activities in the Unified State Register of Legal Entities (the “EGRUL”). The registration of these terminations of activities will mark the completion of the reorganisation.
In accordance with the requirements of the Federal Service for Financial Markets (the «FSFM»), this information should be published as a ‘material fact’ by each company, as such information may impact the respective share prices of the companies, and may lead to the suspension of trading in the respective shares and exchange-traded bonds until the completion of the reorganisation. Ordinary, preferred shares and bonds of the UTK will be converted into new OJSC Rostelecom ordinary shares and bonds respectively. The conversion and the registration of termination of activities of each of the merged entities in the EGRUL is expected to take place on April 1, 2011.
In accordance with the stock exchange rules, the decision to cease trading in traded securities as a result of the reorganisation shall be made by the stock exchanges not later than on the business day following the date of publication of the information regarding the completion of the reorganisation. The trading in exchange-traded securities of the UTK on the Russian and international stock exchanges is therefore expected to be discontinued on the day following the publication.
The trading in new ordinary shares and exchange-traded bonds of OJSC Rostelecom on the Russian stock exchanges is expected to commence following the preparation and registration of the additional share issue reports with FSFM. The registration of the reports shall be made within 14 days after the filing. The trading in new Level 1 ADRs of OJSC Rostelecom on the international stock exchanges will commence following the registration of the above mentioned reports.
The trading in the existing ordinary and preferred shares and Depositary Receipts of OJSC Rostelecom will not be suspended at any stage of the reorganisation.
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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.
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