- Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities under Section 12(b) (15F-12B)
January 04 2010 - 12:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 15F
CERTIFICATION OF A FOREIGN PRIVATE
ISSUERS TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE
REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission
file number:
1-14748
OPEN JOINT STOCK COMPANY LONG-DISTANCE AND
INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM
(Exact name of Issuer as specified
in its charter)
14, 1st Tverskaya-Yamskaya Street, Moscow 125047,
Russian Federation
Tel.
+7 499 973 9940
(Address, including zip
code, and telephone number, including area code, of Issuers principal
executive offices)
American Depositary Shares each representing six Ordinary
Shares of OJSC Rostelecom
(Title of each class of
securities covered by this Form)
None
(Titles
of classes of securities for with the duty to file reports under section 13(a)
or 15(d) remains)
Place
an X in the appropriate box(es) to indicate the provision(s) relied upon
to terminate the duty to file reports under the Securities Exchange Act of
1934:
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Rule 12h-6(a)
x
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Rule 12h-6(d)
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(for equity securities)
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(for successor registrants)
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Rule 12h-6(c)
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Rule 12h-6(i)
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(for debt securities)
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(for prior Form 15 filers)
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PART I
Item
1.
Exchange Act Reporting History
A.
OJSC Rostelecom
(the
Company
)
first incurred the duty to file reports under section 13(a) of the
United States Securities
Exchange Act of 1934 (the
Exchange Act
)
on February 17, 1998, i.e. the date when the
American Depositary Shares (the
ADSs
)
each representing six Ordinary Shares of the Company with par value 0.0025 Russian
rubles per share were listed on the New York Stock Exchange (the
NYSE
).
The
Registration Statement on Form 20-F
pursuant to Section 12(g) of the Exchange Act was filed with the
United States Securities and Exchange Commission (the
Commission
) on
February 3, 1998
.
B.
The Company has filed or submitted all reports
required under Section 13(a) of the Exchange Act and the
corresponding rules of the Commission for the 12 months preceding the
filing of this Form 15F, including its Annual Report on Form 20-F for
the fiscal year ended December 31, 2008, filed with the Commission on
June 17, 2009.
Item
2. Recent
United States Market Activity
The Company has
never sold its securities in the United States in an offering registered under
the United States Securities Act of 1933 (the Securities Act).
Item 3. Foreign Listing and Primary Trading Market
A.
The Company has maintained a listing of
its Ordinary Shares (underlying the ADS of the Company) in the Russian
Federation on the Moscow Interbank Currency Stock Exchange (the
MICEX
), which constitute the primary trading market for
those securities.
B.
The Company
s
Ordinary Shares
were initially
listed on the
MICEX
on February 27,
1997.
Thus, the
Company
has maintained the listing of its Ordinary shares on this exchange for
at least the 12 months preceding the filing of this
Form.
C.
The percentage
of trading in ordinary shares that occurred in Russian as of the recent
12-month period from December 2, 2008 to December 2, 2009 was more
than 99%.
Item
4. Comparative Trading Volume Data
A.
The first and the last days
of the recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) are
December 2, 2008 and December 2, 2009, respectively. A tabular format
disclosing the comparative trading volume data in response to this item is
attached hereto as Exhibit 99.1.
B.
For the recent 12-month
period specified in Item 4A above, the average daily trading volume (the
ADTV
) of the Companys ADSs (in terms of
the underlying number of Ordinary Shares) in the United States and on a
worldwide basis was 485,253 shares and 72,454,232 shares, respectively.
C.
For the recent 12-month
period specified in Item 4A above, the ADTV of the Companys ADSs (in
terms of the underlying number of Ordinary Shares) in the United States was 0.67%
of the ADTV for its Ordinary Shares on a worldwide basis.
D.
The Company filed a Form 25
with the NYSE on December 22, 2009 and the Companys ADSs were delisted
from the NYSE on December 31, 2009. As of that date, the ADTV of the
Companys ADSs (in terms of the underlying number of Ordinary Shares) in the
United States was 0.79% of the ADTV for its ordinary shares on a worldwide
basis for the preceding 12-month period.
E.
The Company has not
terminated a sponsored American depositary receipt (ADR) facility regarding its
securities.
F.
The source of trading volume information used for
determining whether the Company meets the requirements of Rule 12h-6 is
Bloomberg.
Item 5. Alternative Record Holder Information
N/A
Item 6. Debt
Securities
N/A
Item 7. Notice
Requirement
A.
The notice, required by Rule 12h-6(h),
disclosing the Companys intent to terminate its duty to file reports under
section 13(a) of the Exchange Act was published and filed with the
Commission as a Form 6-K on
December 11, 2009
.
B.
The Company used
Bloomberg and
Reuters
to
disseminate the notice in the United States.
PART II
Item 9. Rule 12g3-2(b) Exemption
The address of the
Companys Internet Web site in the primary trading market on which the Company
publishes the information required under Rule 12g3-2(b)(1)(iii) is
www.rt.ru
.
PART III
Item 10. Exhibits
Exhibit 99.1.
A tabular format disclosing the comparative trading volume data.
Exhibit 99.2 The certification of the Altman Group that the ADTV
of the Companys ADSs (in terms of the underlying number of Ordinary Shares) in
the United States was 0,67% of the ADTV for its Ordinary Shares on a worldwide
basis.
Item 11. Undertakings
The undersigned
issuer hereby undertakes to withdraw this Form 15F if, at any time before
the effectiveness of its termination of reporting under Rule 12h-6, it has
actual knowledge of information that causes it reasonably to believe that, at
the time of filing the Form 15F:
(1) The
average daily trading volume of its subject class of securities in the United
States exceeded 5 percent of the average daily trading volume of that class of
securities on a worldwide basis for the same recent 12-month period that the
issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its
subject class of securities was held of record by 300 or more United States
residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or
Rule 12h-6(c); or
(3) It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
Signature
Pursuant to the
requirements of the Securities Exchange Act of 1934, OJSC Rostelecom has duly
authorized the undersigned person to sign on its behalf this certification on Form 15F.
In so doing, OJSC Rostelecom certifies that, as represented on this Form, it
has complied with all of the conditions set forth in Rule 12h-6 for
terminating its registration under Section 12(g) of the Exchange Act,
or its duty to file reports under Section 13(a) of the Exchange Act.
OJSC ROSTELECOM
January 4,
2010
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By
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/s/
Anton Yu. Kolpakov
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General
Director
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Date
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Name
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Title
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Ojsc Rostelecom (NYSE:ROS)
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