Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on June 3, 2016
 
 Registration No.  333- 166178
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
MOBILE TELESYSTEMS PJSC
 (Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

Russian Federation
(Jurisdiction of incorporation or organization of issuer)

JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, New York 10004
Telephone (800) 990-1135
 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
  x immediately upon filing
  o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
Aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Mobile Telesystems PJSC
n/a
n/a
n/a
n/a
(1)
Each unit represents one American Depositary Share.
(2)
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.
Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement Nos. 333-145190, 333-121240 and 333-12008. This Registration Statement constitutes Post-Effective Amendments to Registration Statement Nos. 333-145190, 333-121240 and 333-12008.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amendment No. 4 to Deposit Agreement incorporated by reference in Exhibit (a)(5) to this Post-Effective Amendment to Registration Statement on Form F-6 , which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
  
Introductory paragraph
       
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
  Terms of Deposit:    
       
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
         
  (ii)
Procedure for voting, if any, the deposited securities
  
Paragraphs (6), (12) and (13)
         
  (iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7), (11), (12) and (14)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (4), (9), (12) and (13)
         
  (v)
Sale or exercise of rights
  
Paragraphs (4), (5), (7) and (11)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (7), (11), (12) and (14)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (17) and (18)
         
  (viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), (5) and (6)
         
  (x)
Limitation upon the liability of the Depositary
  
Paragraphs (15), (18) and (20)
         
(3)
Fees and Charges
  
Paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION
 
Item Number and Caption  
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
         
(b)  
Statement that Mobile Telesystems PJSC 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.
  
Paragraph (9)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
 (a)(1)
Deposit Agreement. Form of Deposit Agreement dated as of July 6, 2000 among Mobile Telesystems PJSC (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.
 
 
(a)(2)
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.
 
 
(a)(3)
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.
 
 
(a)(4)
Amendment No. 3 to Deposit Agreement. Form of Amendment No. 3 to Deposit Agreement. Previously filed as Exhibit (a)(4) to Registration Statement on Form F-6 (333-145190) filed with the Securities and Exchange Commission, which is incorporated herein by reference.
 
 
(a)(5)
Amendment No. 4 to Deposit Agreement. Form of Amendment No. 4 to Deposit Agreement, including the form of ADR, is filed herewith as Exhibit (a)(5).  Previously filed as Exhibit (a)(5) to this Registration Statement on Form F-6 filed with the Securities and Exchange Commission, which is incorporated herein by reference
 
 
(a)(6)
Amendment No. 5 to Deposit Agreement. Form of Amendment No. 5 to Deposit Agreement, including the form of Restricted ADR, is filed herewith as Exhibit (a)(6).
 
 
(b)
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.
 
 
(c)
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.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.  Included as part of the signature pages hereto.
 
Item 4.  UNDERTAKINGS
 
 
(a)
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.
 
 
(b)
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.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on June 3, 2016.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
       
  By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/  Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Mobile Telesystems PJSC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on June 3, 2016.
 
 
Mobile Telesystems PJSC
 
       
 
By:
/s/ Andrei Dubovskov  
  Name:  
Andrei Dubovskov
 
  Title:
President and Chief Executive Officer
  
 
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrei Dubovskov his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on June 3, 2016 , in the capacities indicated.
 
Signature
  
Title
     
/s/ Andrei Dubovskov
 
President and Chief Executive Officer
Andrei Dubovskov
   
     
/s/ Ron Sommer
 
Chairman of the Board of Directors
Ron Sommer
    
     
/s/ Vsevolod Rozanov
 
Director
Vsevolod Rozanov
   
 
 
 
 
 
     
 
  
Director
Stanley P. Miller
   
     
/s/ Alexander E. Gorbunov
 
Director
Alexander E. Gorbunov
   
     
 
  
Director
Michel Combes
   
     
 
  
Director
Thomas Holtrop
   
     
/s/ Regina von Flemming
 
Director
Regina von Flemming
   
     
/s/ Mikhail Shamolin
 
Director
Mikhail Shamolin
    
     
/s/ Alexey Kornya
 
Chief Financial Officer
Alexey Kornya
    
 
 
 
 

 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Newark, Delaware on June 3, 2016.
 
 
Authorized U.S. Representative
  
       
 
By:
/s/ Donald J. Puglisi  
  Name:  
Donald J. Puglisi
  
  Title: Managing Director of Puglisi & Associates  
 
 
 
 
 

INDEX TO EXHIBITS

Exhibit Number
    
(a)( 6 )
Form of Amendment to Deposit Agreement.
  
(e)
Rule 466 Certification