UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities
Exchange Act of 1934
For the month of March,
2022
Commission File Number: 001-15094
Mobile TeleSystems Public Joint Stock Company
(Translation of registrant’s name
into English)
4, Marksistskaya Street
Moscow 109147
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
MTS CEO Increases Stake in Company
March 24, 2022
MOSCOW,
Russia – Mobile TeleSystems Public Joint Stock Company (“MTS” or “the Company”) (NYSE:MBT; MOEX: MTSS),
Russia’s largest mobile operator and a leading provider of media and digital services, announces that President & CEO Viacheslav
Nikolaev has acquired 19,983,816 ordinary shares in the Company, in addition to shares previously acquired under MTS’s long-term
incentive programs.
The
transfer of the shares of MTS common stock currently held by the Company’s wholly-owned subsidiary Bastion LLC was approved by the
MTS Board of Directors (“the Board”), having been earlier recommended for approval by the Board’s Remuneration &
Nomination Committee. Following share transfer, Mr. Nikolaev’s ownership stake in MTS has increased to more than 1.0%.
The
move reflects generally accepted best practices around higher CEO ownership, which can help better align the interests of the CEO and
the company, incentivize long-term shareholder value creation, provide additional executive weight in decision-making processes, and better
balance shareholder and management influence in corporate governance processes.
“Increasing
my stake in MTS at this challenging moment is driven by my strong and continued belief in the vision, strategy, and future of MTS. We
see potential for powerful new drivers to emerge as local companies take on even more significant roles in the Russian economy,”
Mr. Nikolaev said.
“MTS
is a fundamentally strong business with robust operations, world-class products, and a talented team. Our business model combines a resilient
core telecom operator with high-potential new growth segments focused on cutting-edge digital solutions. For nearly three decades, MTS
has successfully navigated challenges while consistently executing on its strategy and providing reliable services to tens of millions
of customers.”
Following
the transfer, the joint stake of Sistema PJSFC (“Sistema”) and its subsidiaries in the share capital of MTS (including ordinary
shares and ADRs) remains unchanged at 42.085%, as Sistema and its subsidiaries were not a party to the transaction. At the same time,
because the shares were transferred from those held by MTS’s wholly-owned subsidiary Bastion LLC, the transaction has resulted in
a decrease of Sistema’s and its subsidiaries joint effective stake in MTS below 50% (to 49.94%).
*
* *
For further information, please contact in Moscow:
Investor Relations Department
Mobile TeleSystems Public Joint Stock Company
Tel: +7 495 223 2025
E-mail: ir@mts.ru
Learn more about MTS. Visit the official
blog of the Investor Relations Department at www.ir.mts.ru/ir-blog
* * *
Mobile TeleSystems Public Joint
Stock Company (“MTS” – NYSE: MBT; MOEX: MTSS) is Russia’s largest mobile operator and a leading provider of network-native
digital services. The company offers a full range of solutions for consumers and business customers across wireless and wireline connectivity;
over-the-top, linear, and satellite television; digital-first banking and financial services; as well as unified communications, cloud
computing and IoT. There are more than 88 million mobile subscribers using MTS services across the company’s operations in Russia,
Armenia, and Belarus, including around 80 million subscribers in Russia alone. In addition, MTS has a nationwide network of more than
5,600 owned and franchised retail outlets in Russia, and provides nearly 10 million households with broadband, TV, and/or fixed-line telephone
connectivity. MTS is majority-owned by Sistema PJSFC, a publicly-traded Russian investment company. MTS’s depositary receipts are
listed on the New York Stock Exchange under the ticker MBT and its shares on the Moscow Exchange under the ticker MTSS. For more information,
please visit the company’s Investor Relations website at ir.mts.ru.
* * *
Some of the information in this
press release may contain projections or other forward-looking statements regarding future events or the future financial performance
of MTS, as defined in the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward
looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,”
“will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions.
We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake
or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically
the Company’s most recent Form 20-F. These documents contain and identify important factors, including those contained in the section
captioned “Risk Factors” that could cause the actual results to differ materially from those contained in our projections
or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including
the ongoing geopolitical situation relating to the conflict in Ukraine, the expansion of sanctions imposed on the Russian Federation by
the United States, European Union and United Kingdom, volatility in interest and exchange rates (including the decline in the value of
the Russian ruble against the U.S. dollar and the euro), commodity and equity prices and the value of financial assets; the impact of
Russian, U.S. and other foreign government programs to restore liquidity and stimulate national and global economies, our ability to maintain
our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic actions, including
acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive
environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy,
risks associated with telecommunications infrastructure, governmental regulation of the telecommunications industries and other risks
associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.
* * *
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MOBILE TELESYSTEMS PUBLIC JOINT STOCK COMPANY |
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By: |
/s/ Vyacheslav Nikolaev |
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Name: |
Vyacheslav Nikolaev |
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Title: |
CEO |
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Date:
March 24, 2022 |
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