- Filing of certain prospectuses and communications in connection with business combination transactions (425)

 

FILED BY: OJSC “Rostelecom”

 

PURSUANT TO Rule 135 and Rule 425
under the Securities Act of 1933, as amended

 

SUBJECT COMPANY: OJSC “N. W. Telecom”,
OJSC “CenterTelecom”,
OJSC “UTK”,
OJSC “VolgaTelecom”,
OJSC “Uralsvyazinform”,
OJSC “SibirTelecom”,
OJSC “Far East Telecom”,
OJSC “Dagsvyazinform”

 

EXCHANGE ACT FILE NUMBER: 001-14748

 

DATE: December 11, 2009

 

Important Information

 

This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of OJSC “Rostelecom”, OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” or OJSC “Dagsvyazinform”, nor shall there be any offer, solicitation, purchase, sale or exchange of securities in any jurisdiction (including the United States and Japan) in which such offer, solicitation, purchase, sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, OJSC “Svyazinvest” and all the abovementioned companies disclaim any responsibility or liability for the violation of such restrictions by any person.

 

The securities of OJSC “Rostelecom” that may be issued in connection with the proposed business combination to holders of OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” and OJSC “Dagsvyazinform” ordinary and preferred shares (including those shares represented by American Depositary Shares) may not be offered or sold in the United States except pursuant to an effective registration statement under the United States Securities Act of 1933, as amended, or pursuant to a valid exemption from registration.

 

In connection with the proposed transactions, the required information document will be filed with, and certified by the Russian Federal Service for the Financial Markets (“FSFM”) and to the extent that OJSC “Rostelecom” is required or otherwise decides to register the issuance of shares by OJSC “Rostelecom” in connection with the business combination in the United States, OJSC “Rostelecom” may file with the United States Securities and Exchange Commission (“SEC”) a registration statement on form F-4, which will include a prospectus. Investors are strongly advised to read the information document filed with the FSFM , the registration statement and the prospectus, if and when available, and any other relevant documents filed with the SEC and/or the FSFM, as well as any amendments and supplements to those documents, because they will contain important information. If and when filed, investors may obtain free copies of the registration statement, the prospectus as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov and will receive information at an appropriate time on how to obtain these transaction-related documents for free from OJSC “Rostelecom” or its duly designated agent. Investors and holders of OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” or OJSC “Dagsvyazinform” securities may obtain free copies of documents filed with the FSFM directly from OJSC “Rostelecom” on its web site at www.rt.ru/en/index.php.

 

Disclaimer Regarding Forward-Looking Statements

 

This communication contains forward-looking information and statements about OJSC “Svyazinvest”, OJSC “Rostelecom”, OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom”, OJSC “Dagsvyazinform” and their combined business after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. These statements include financial projections, synergies, cost-savings and estimates and their underlying assumptions, statements regarding plans, objectives, savings, expectations and benefits from the transaction and expectations with respect to future operations, products and services, and statements regarding future

 

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performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Although the management of OJSC “Svyazinvest” believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of OJSC “Rostelecom”, OJSC “N. W.  Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” and OJSC “Dagsvyazinform” ordinary shares are cautioned that forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of OJSC “Svyazinvest”, that could cause actual results, developments, synergies, savings and benefits from the proposed transactions to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified, or that will be discussed or identified, in any public filings with the FSFM made by OJSC “Rostelecom”, including those listed under “Risk Factors” in the most recent Annual Report on Form 20-F filed by OJSC “Rostelecom”. Investors and holders of OJSC “Rostelecom”, OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” or OJSC “Dagsvyazinform” securities should consider that the occurrence of some or all of these risks may have a material adverse effect on OJSC “Rostelecom”, OJSC “N. W. Telecom”, OJSC “CenterTelecom”, OJSC “UTK”, OJSC “VolgaTelecom”, OJSC “Uralsvyazinform”, OJSC “SibirTelecom”, OJSC “Far East Telecom” and OJSC “Dagsvyazinform”.

 

ROSTELECOM ANOUNCES DECISION TO VOLUNTARY DELIST FROM THE NEW YORK STOCK EXCHANGE

 

Moscow – December 11, 2009 – Rostelecom (NYSE: ROS; RTS, MICEX: RTKM, RTKMP), Russia’s national telecommunications operator, announced that its Board of Directors has decided to voluntarily delist its American Depositary Receipt (“ADR”) program from the New York Stock Exchange (the “NYSE”), and deregister and terminate its reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

After a thorough review of its Level 2 ADR program, Rostelecom’s Board of Directors has determined that continued compliance with the reporting requirements under the Exchange Act is associated with substantial expenses, while trading of Rostelecom’s securities on Russian markets has accounted for more than 99% of its worldwide trading volume in the past twelve months.

 

Rostelecom’s intention to delist from the NYSE does not impact the Company’s commitment to maintaining high standards of transparency and corporate governance. Rostelecom will continue to publish its Annual Report and present results according to IFRS (International Financial Reporting Standards). The Company remains committed to transparent, timely communications with its Russian and international investors .

 

Rostelecom intends to maintain a Level 1 ADR program with JPMorgan Chase Bank, N.A. This will enable US and other investors to retain and trade their ADRs over-the-counter in the United States. Rostelecom’s securities will remain quoted on the major Russian stock exchanges – the RTS and MICEX, and on European stock markets, including London and Frankfurt, among others.

 

Yevgeny Yurchenko, the Chairman of Rostelecom’s Board of Directors, commented: “The decision to delist from the NYSE will free up a significant amount of capital and administrative resources necessary for the Company’s strategic development.”

 

Rostelecom has today provided written notice to the NYSE of its intention to delist and plans to file a Form 25 with the Securities and Exchange Commission (SEC) during December 2009 to effect the delisting. The delisting is expected to be effective 10 days after filing Form 25. The Company also intends to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Exchange Act as soon as practicable. Deregistration will be effective 90 days after the filing, or within a shorter period as the SEC may determine, barring any objection by the SEC.

 

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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:

 

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·                   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 on Form 20-F for its most recently completed fiscal year and the Company’s other public filings with The U.S. Securities and Exchange Commission.

 

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.

 

For further information please contact:

 

Rostelecom PR and IR Department

Tel.:  + 7 499 973 9920

Fax: + 7 499  972 8222

E-mail: [e-mail];  [e-mail]

Web:     www.rt.ru/en

 

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