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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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x
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immediately upon filing | |||
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o
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on
(Date) at (Time)
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum
aggregate price per unit
(1)
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Proposed
maximum
aggregate offering price
(2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing five ordinary shares of Mobile Telesystems
OJSC
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200,000,000
American
Depositary Shares
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$0.05
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$10,000,000
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$307
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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Item
Number and Caption
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Location
in Form of American Depositary
Receipt
Filed Herewith as Prospectus
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(1)
Name
and address of Depositary
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Introductory
paragraph
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(2)
Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i)
Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii)
Procedure
for voting, if any, the deposited securities
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Paragraphs
(6), (12) and (13)
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(iii)
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7), (11), (12) and (14)
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(iv)
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(4), (9), (12) and (13)
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(v)
Sale
or exercise of rights
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Paragraphs
(4), (5), (7) and (11)
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(vi)
Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (7), (11), (12) and (14)
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(vii)
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(17) and (18)
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(viii)
Rights of holders of receipts to inspect the transfer books of the
Depositary and the list of Holders of receipts
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Paragraph
(3)
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(ix) Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), (5) and (6)
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(x) Limitation
upon the liability of the Depositary
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Paragraphs
(15), (18) and (20)
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(3)
Fees
and Charges
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Paragraph
(7)
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Item
Number and Caption
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Location
in Form of American Depositary Receipt
Filed
Herewith as Prospectus
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(b) Statement
that Mobile Telesystems OJSC is subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, and accordingly,
files certain reports with the Commission and that such reports can
be
inspected by holders of American Depositary Receipts and copied at
public
reference facilities maintained by the Commission in Washington,
D.C.
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Paragraph
(9)
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(a)(1)
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Deposit
Agreement.
Form
of Deposit Agreement dated as of July 6, 2000 among Mobile Telesystems
OJSC
(the "Company"),
JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of
New York),
as depositary (the "Depositary"), and all holders from time to
time of
ADRs issued thereunder (the "Deposit Agreement"). Previously filed
as
Exhibit (a) to Registration Statement on Form F-6 (333-12008) filed
with
the Securities and Exchange Commission, which is incorporated herein
by
reference.
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(a)(2)
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Amendment
No. 1 to Deposit Agreement.
Form
of Amendment No. 1 to Deposit Agreement. Previously filed as Exhibit
(a)(2) to Post-Effective Amendment No. 1 to Registration Statement
on Form
F-6 (333-12008) filed with the Securities and Exchange Commission,
which
is incorporated herein by reference.
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(a)(3)
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Amendment
No. 2 to Deposit Agreement.
Form
of Amendment No. 2 to Deposit Agreement. Previously filed as Exhibit
(a)(3) to Post-Effective Amendment No. 1 to Registration Statement
on Form
F-6 (333-121240) filed with the Securities and Exchange Commission,
which
is incorporated herein by reference.
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(a)(4)
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Amendment
No. 3 to Deposit Agreement.
Form
of Amendment No. 3 to Deposit Agreement, including the
form of ADR, is filed herewith as Exhibit (a)(4).
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(b)
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Any
other agreement to which the Depositary is a party relating to
the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
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(c)
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Every
material contract relating to the deposited securities between
the
Depositary and the issuer of the deposited securities in effect
at any
time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(f)
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Power
of Attorney.
Included as part of the signature pages hereto.
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(a)
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The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating the
amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to anyone
upon
request. The Depositary undertakes to notify each registered holder
of an
American Depositary Receipt thirty days before any change in the
fee
schedule.
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| Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
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By:
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JPMORGAN
CHASE BANK, N.A., as Depositary
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| By: | /s/ Melinda
L. VanLuit
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Name:
Melinda L. VanLuit
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| Title: Vice President | ||
| Mobile Telesystems OJSC | ||
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| By: | /s/ Leonid
Melamid
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Name:
Leonid Melamed
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| Title: President and Chief Executive Officer | ||
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Signature
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Title
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/s/Leonid
Melamed
Leonid
Melamed
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President
and Chief Executive Officer
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Alexey
Buyanov
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Chairman
of the Board of Directors
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/s/Sergei
Drozdov
Sergei
Drozdov
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Deputy
Chairman
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/s/Anton
Abugov
Anton
Abugov
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Director
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/s/Tatiana
Evtushenkova
Tatiana
Evtushenkova
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Director
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Mohanbir
Gyani
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Director
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Paul Ostling |
Director
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/s/Vsevolod
V. Rozanov
Vsevolod
V. Rozanov
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Chief
Financial Officer
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| Authorized U.S. Representative | ||
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| By: | /s/ Donald
J.
Puglisi
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Name:
Donald J. Puglisi
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| Title: Managing Director of Puglisi & Associates | ||
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Exhibit
Number
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(a)(4)
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Form
of Amendment to Deposit Agreement.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 Certification
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