SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GOLDEN TELECOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
CONNIE HELYAR
CAVENDISH NOMINEES LIMITED
C/O INTERNATIONAL PRIVATE EQUITY SERVICES
13-15 VICTORIA ROAD, PO BOX 431
ST. PETER PORT
GY1 3ZD
GUERNSEY, CHANNEL ISLANDS
+44-1481-713-843
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 19, 2003
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAVENDISH NOMINEES LIMITED
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X| *
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
NONE*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,845,769*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
NONE *
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,845,769*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,845,769*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK PRIVATE EQUITY FUND LP1
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
395,343*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
395,343*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395,343*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK PRIVATE EQUITY FUND LP2
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
643,756*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE *
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
643,756*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,756*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK PRIVATE EQUITY FUND LP3
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
439,766*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE *
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
439,766*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,766*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK FUND CO-INVESTMENT LP
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
12,620*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE *
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
12,620*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,620*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE NIS RESTRUCTURING FACILITY LP
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
354,284*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE *
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
354,284*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,284*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK FUND (GP) LP
------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,845,769*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE *
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,845,769*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE *
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,845,769*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------- --------------------------------------------------------------------
*See Items 5 and 6 below
------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK FUND MANAGERS LIMITED
------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|*
------- --------------------------------------------------------------------
3 SEC USE ONLY
------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,845,769*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,845,769*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,845,769*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY
------- --------------------------------------------------------------------
*See Items 5 and 6 below
INTRODUCTORY STATEMENT
This Amendment No. 3 relates to the shares of common stock, par value
$0.01 per share (the "Common Stock"), of Golden Telecom, Inc., a Delaware
corporation ("Golden Telecom"). The principal executive offices of Golden
Telecom are located at c/o Representation Office Golden Teleservices, Inc.,
12, Trubnaya Ulitsa, Moscow, Russia 103045.
ITEM 2. Identity and Background
-----------------------
Item 2 is hereby amended by deleting the first three paragraphs of
Item 2 and replacing them in their entirety by the following:
This Amendment No. 3 amends and supplements the Statement on Schedule
13D (the "Statement") originally filed on May 21, 2001 by Cavendish
Nominees Limited ("Cavendish"), Baring Vostok Private Equity Fund LP1
("BVPE 1"), Baring Vostok Private Equity Fund LP2 ("BVPE 2"), Baring Vostok
Private Equity Fund LP3 ("BVPE 3"), The NIS Restructuring Facility LP ("NIS
Restructuring"), Baring Vostok Fund (GP) LP ("BVF") and Baring Vostok Fund
Managers Limited ("BVF Managers"), as amended by Amendment No. 1 on
Schedule 13D/A filed on November 9, 2001 and Amendment No. 2 on Schedule
13D/A filed on September 12, 2002.
Cavendish, a limited liability company organized and registered under
the laws of Guernsey, is the nominee of each of Barings Vostok Fund
Co-Investment LP ("BVFCI"), BVPE 1, BVPE 2, BVPE 3, and NIS Restructuring
(collectively, the "LP Funds") with respect to the shares of Common Stock
held by them and, in its capacity as nominee, is the named party to certain
agreements relating to such shares (see Items 5 and 6 of the Statement, as
amended and supplemented hereby). Each of the LP Funds is a limited
partnership organized under the laws of Guernsey. BVF, a limited
partnership organized under the laws of Guernsey, is the general partner of
each of the LP Funds. BVF Managers, a limited liability company organized
under the laws of Guernsey, is the general partner of BVF and an indirect
wholly-owned subsidiary of ING Groep NV ("Parent"), a company organized
under the laws of The Netherlands.
BVPE 1, BVPE 2, BVPE 3, BVFCI, NIS Restructuring, BVF and BVF Managers
are collectively referred to as the "Reporting Persons." The address of the
principal office of each of the Reporting Persons other than BVF Managers
is 13-15 Victoria Road, PO Box 431, St. Peter Port, GY1 3ZD, Guernsey, c/o
International Private Equity Services. The address of the principal office
of BVF Managers is 7 Gasheka Street, Ducat Place 11, Suite 750, Moscow
123056, Russia. The address of the principal office of Parent is
Strawinskylaan 2631, 1077 ZZ Amsterdam, The Netherlands.
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby amended by deleting the last paragraph thereof and
replacing it with the following paragraph:
"The disclosure set forth in Item 6 of this Statement is specifically
incorporated by reference into this Item 3 in its entirety."
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by adding the following paragraph (b.1) after
existing paragraph (b) thereof, and deleting existing paragraph (b) as of
the Telenor Effective Date (as defined below):
(b.1) On August 19, 2003, Golden Telecom entered into a share exchange
agreement (the "Share Exchange Agreement") with Nye Telenor East Invest AS
("Telenor"), pursuant to which Telenor will acquire shares of Common Stock
upon the satisfaction of certain conditions relating to such acquisition
(the "Telenor Transaction"). In connection with the Telenor Transaction,
Cavendish has entered into (i) the Successor Shareholders Agreement (as
described in Item 5 and Item 6 below, and a copy of which is attached
hereto as Exhibit 99.17), which contains certain provisions relating to
business combinations, transfers of shares of Common Stock, the nomination
and removal of the directors of Golden Telecom and the approval of special
transactions, (ii) the Successor Standstill Agreement (as described in Item
5 and Item 6 below, and a copy of which is attached hereto as Exhibit
99.18), which contains certain provisions relating to proxy contests and
the acquisition of shares of Golden Telecom and (iii) the Successor
Registration Rights Agreement (as described in Item 5 and Item 6 below, and
a copy of which is attached hereto as Exhibit 99.19), which contains
certain provisions relating to the registration of the Golden Telecom
Common Stock under the U.S. Securities Act of 1933, as amended. In each
case, these agreements are effective as of the effective date of the
Telenor Transaction (the "Telenor Effective Date").
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended by deleting the entire text therein and
replacing it with the following language:
(a)(i) As of August 19, 2003, as disclosed to the Reporting Persons by
Golden Telecom, there are an aggregate of 27,795,065 shares of Common Stock
outstanding. As of the date hereof (i) BVPE 1 beneficially owns 395,343
shares of Common Stock, representing approximately 1.4% of the outstanding
shares of Common Stock, (ii) BVPE 2 beneficially owns 643,756 shares of
Common Stock, representing approximately 2.3% of the outstanding shares of
Common Stock, (iii) BVPE 3 beneficially owns 439,766 shares of Common
Stock, representing approximately 1.6% of the outstanding shares of Common
Stock, (iv) BVFCI beneficially owns 12,620 shares Common Stock,
representing approximately 0.05% of the outstanding shares of Common Stock
and (v) NIS Restructuring beneficially owns 354,284 shares of Common Stock,
representing approximately 1.3% of the outstanding shares of Common Stock.
The aggregate of 1,845,769 shares beneficially owned by all of the LP Funds
collectively represent approximately 6.6% of the outstanding shares of
Common Stock.
Due to their relationship with the LP Funds (see Item 2), as of the
date hereof, BVF and BVF Managers beneficially own, and Cavendish may be
deemed to beneficially own, 1,845,769 shares of Common Stock. Based on an
aggregate of 27,795,065 outstanding shares of Common Stock, this would
represent approximately 6.6% of the outstanding shares of Common Stock.
Cavendish disclaims beneficial ownership of all Common Stock beneficially
owned by the LP Funds, BVF and BVF Managers.
Golden Telecom, OAO Rostelecom, a company organized in the Russian
Federation ("RTK"), Alfa Telecom Limited, a company incorporated in the
British Virgin Islands ("Alfa Telecom"), Telenor, Capital International
Global Emerging Markets Private Equity Fund, L.P., a limited partnership
organized under the laws of the State of Delaware ("CIPEF"), Cavendish and
First NIS Regional Fund SICAV, a private institutional fund organized and
registered under the laws of Luxembourg ("First NIS Fund" and, together
with Cavendish, "Barings") entered into a Shareholders Agreement dated as
of August 19, 2003 (the "Successor Shareholders Agreement") which is
intended to supersede the Shareholders Agreement dated as of September 5,
2002 (the "Prior Shareholders Agreement"), a Standstill Agreement dated as
of August 19, 2003 (the "Successor Standstill Agreement") which is intended
to supersede the Standstill Agreement dated as of September 5, 2002 (the
"Prior Standstill Agreement"), and a Registration Rights Agreement dated as
of August 19, 2003 (the "Successor Registration Rights Agreement"), which
is intended to supersede the prior registration rights agreements with
Golden Telecom entered into by the parties to the Successor Registration
Rights Agreement. Each of the Successor Shareholders Agreement, the
Successor Standstill Agreement and the Successor Registration Rights
Agreement is intended to be effective, and supersede the existing
agreements cited above, as of the Telenor Effective Date.
Reference is made to such statements on Schedule 13D or Schedule 13G
as have been or may be filed with the Securities and Exchange Commission by
each of RTK, Alfa Telecom, CIPEF and First NIS Fund for information
regarding such entities, their respective beneficial ownership of shares of
Common Stock and any changes to such respective beneficial ownership of
shares of Common Stock. To the best of the Reporting Persons' knowledge, as
of August 19, 2003, each of RTK, Alfa Telecom, CIPEF, and First NIS Fund,
respectively, may be deemed to beneficially own the following numbers and
percentages of shares of Common Stock: RTK - 4,024,067 (14.5%); Alfa
Telecom - 10,840,647(39.0%); CIPEF - 2,166,405 (7.8%) and First NIS Fund -
723,906 (2.6%).
To the best of the Reporting Persons' knowledge, as of August 19,
2003, RTK, Alfa Telecom, CIPEF, First NIS Fund and the LP Funds (through
Cavendish as nominee), in the aggregate but not individually, may be deemed
to beneficially own 19,600,794 shares of Common Stock (70.5%). Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, CIPEF and First NIS Fund,
and the filing of this Statement shall not be construed as an admission
that any of the Reporting Persons or any other person named in Item 2
hereof forms a "group" (as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 and Rule 13d-5 under such Act) with, or is
the beneficial owner of any shares of Common Stock beneficially owned by,
RTK, Alfa Telecom, CIPEF or First NIS Fund.
(a)(ii) As of the Telenor Effective Date, based on the outstanding shares
of Common Stock as of August 19, 2003 as disclosed to the Reporting Persons
by Golden Telecom, and assuming no changes occur other than the issuance of
shares under the Share Exchange Agreement occur to the aggregate number of
shares of Common Stock outstanding, there will be an aggregate of
34,528,031 shares of Common Stock outstanding. As of the Telenor Effective
Date, based on the outstanding shares of Common Stock as of August 19, 2003
as disclosed to the Reporting Persons by Golden Telecom, and assuming no
changes occur other than the issuance of shares under the Share Exchange
Agreement occur to the aggregate number of shares of Common Stock, (i) BVPE
1 will beneficially own 395,343 shares of Common Stock, representing
approximately 1.1% of the outstanding shares of Common Stock, (ii) BVPE 2
will beneficially own 643,756 shares of Common Stock, representing
approximately 1.9% of the outstanding shares of Common Stock, (iii) BVPE 3
will beneficially own 439,766 shares of Common Stock, representing
approximately 1.3% of the outstanding shares of Common Stock, (iv) BVFCI
will beneficially owns 12,620 shares Common Stock, representing
approximately 0.04% of the outstanding shares of Common Stock and (v) NIS
Restructuring will beneficially own 354,284 shares of Common Stock,
representing approximately 1.0% of the outstanding shares of Common Stock.
The aggregate of 1,845,769 shares beneficially owned by all of the LP Funds
will collectively represent approximately 5.3% of the outstanding shares of
Common Stock.
Due to their relationship with the LP Funds (see Item 2), as of the
Telenor Effective Date, and assuming no other changes occur to the number
of shares of Common Stock beneficially owned by BVF and BVF Managers, BVF
and BVF Managers will beneficially own, and Cavendish may be deemed to
beneficially own, 1,845,769 shares of Common Stock. As of the Telenor
Effective Date, and assuming no other changes occur to the number of shares
of Common Stock beneficially owned by the LP Funds, BVF and BVF Managers,
this would represent approximately 5.3% of the outstanding shares of Common
Stock.
Reference is made to such statements on Schedule 13D or Schedule 13G
as have been or may be filed with the Securities and Exchange Commission by
each of RTK, Alfa Telecom, Telenor, CIPEF and First NIS Fund for
information regarding such entities, their respective beneficial ownership
of shares of Common Stock and any changes to such respective beneficial
ownership of shares of Common Stock. To the best of the Reporting Persons'
knowledge, as of the Telenor Effective Date, and assuming no changes occur,
other than the issuance of shares of Common Stock to Telenor on the Telenor
Effective Date, (i) to the outstanding number of shares of Common Stock or
(ii) to the shares of Common Stock held by RTK, Alfa Telecom, Telenor,
CIPEF or First NIS Fund, each of RTK, Alfa Telecom, Telenor, CIPEF, and
First NIS Fund, respectively, may be deemed to beneficially own the
following numbers and percentages of shares of Common Stock: RTK -
4,024,067 (11.7%); Alfa Telecom - 10,840,647(31.4%); Telenor - 6,732,966
(19.5%); CIPEF - 2,166,405 (6.3%) and First NIS Fund - 723,906 (2.1%).
To the best of the Reporting Persons' knowledge, as of the Telenor
Effective Date, RTK, Alfa Telecom, Telenor, CIPEF, First NIS Fund and the
LP Funds (through Cavendish as nominee), in the aggregate but not
individually, may be deemed to beneficially own 26,333,670 shares of Common
Stock (76.3%). Each of the Reporting Persons disclaims beneficial ownership
of all shares of Common Stock beneficially owned by RTK, Alfa Telecom,
Telenor, CIPEF and First NIS Fund, and the filing of this Statement shall
not be construed as an admission that any of the Reporting Persons or any
other person named in Item 2 hereof forms a "group" (as such term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5
under such Act) with, or is the beneficial owner of any shares of Common
Stock beneficially owned by, RTK, Alfa Telecom, Telenor, CIPEF or First NIS
Fund.
Except as set forth herein, to the knowledge of the Reporting Persons, none
of the persons listed on Schedule I hereto beneficially own any shares of
Common Stock.
(b) The number of shares of Common Stock with respect to which BVPE 1
(i) has sole voting power is 395,343, (ii) shares voting power is zero,
(iii) has sole dispositive power is 395,343 and (iv) shares dispositive
power is zero.
The number of shares of Common Stock with respect to which BVPE 2 (i)
has sole voting power is 643,756, (ii) shares voting power is zero, (iii)
has sole dispositive power is 643,756 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which BVPE 3 (i)
has sole voting power is 439,766, (ii) shares voting power is zero, (iii)
has sole dispositive power is 439,766 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which BVFCI (i)
has sole voting power is 12,620, (ii) shares voting power is zero, (iii)
has sole dispositive power is 12,620 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which NIS
Restructuring (i) has sole voting power is 354,284, (ii) shares voting
power is zero, (iii) has sole dispositive power is 354,284 and (iv) shares
dispositive power is zero.
BVF, as the general partner of the LP Funds, and BVF Managers, as the
general partner of BVF, may be deemed to have sole voting and dispositive
power over the aggregate of 1,845,769 shares of Common Stock held by the LP
Funds (through Cavendish as nominee). As noted above, Cavendish disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
the LP Funds, BVF and BVF Managers. Each of the LP Funds disclaims
beneficial ownership of the shares of Common Stock beneficially owned by
the other LP Funds.
Under the Prior Shareholders Agreement, and under the Successor
Shareholders Agreement, when effective, Cavendish has agreed to take all
action (including without limitation the voting of shares, the execution of
written consents, the calling of special meetings, the removal of
directors, the filling of vacancies on the Board of Directors, the waiving
of notice and attendance at meetings, the amendment of Golden Telecom's
by-laws and the like) necessary from time to time to maintain the
composition of the Board of Directors specified in Section 3 of the Prior
Shareholders Agreement and Section 3 of the Successor Shareholders
Agreement in accordance with the terms of such provisions. As noted above,
each of the Reporting Persons disclaims beneficial ownership of all shares
of Common Stock beneficially owned by RTK, Alfa Telecom, Telenor, CIPEF and
First NIS Fund.
The Reporting Persons may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to share
beneficial ownership of 723,906 shares of Common Stock owned of record by
First NIS Fund, representing, as of the date hereof, approximately 2.6% of
the issued and outstanding shares of Common Stock. Each of the Reporting
Persons disclaims beneficial ownership of all shares of Common Stock
beneficially owned by First NIS Fund and disclaims membership in any
"group" with First NIS Fund.
(c) On December 21, 2001, BVFCI was created and new investors
purchased interests in the LP Funds. The LP funds agreed to allocate their
participation in Golden Telecom as follows: BVPE1 - 394,998 shares of
Common Stock; BVPE2 - 643,195 shares of Common Stock; BVPE3 - 439,383
shares of Common Stock; and BVFCI - 12,609 shares of Common Stock.
Cavendish continues to be the nominee of all of the LP Funds with respect
to the shares of Common Stock owned by each of the LP Funds.
The disclosure set forth in Item 6 of this Statement is specifically
incorporated by reference into this Item 5 in its entirety. Except as set
forth herein, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, none of the persons named in Schedule I hereto
beneficially owns any shares of Common Stock or has effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The partners of the LP Funds have the right to receive dividends
from, or proceeds from the sale of, all of the shares of Common Stock owned
of record by Cavendish, as nominee.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
With Respect to Securities of the Issuer
----------------------------------------
Item 6 is hereby further amended by adding the following paragraphs
(b.1), (c.1) and (d) after existing paragraphs (b) and (c) respectively and
deleting existing paragraphs (b) and (c) as of the Telenor Effective Date:
"(b.1) Successor Standstill Agreement. As disclosed in Item 5 above,
Golden Telecom, RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS
Fund have entered into the Successor Standstill Agreement effective as of
the Telenor Effective Date, pursuant to which each of them agreed, among
other things, not to (i) acquire shares of voting stock of Golden Telecom
in excess of specified levels (subject to certain exceptions) or (ii)
engage in proxy contests in respect of shares of voting stock of Golden
Telecom, in each case for a period of eighteen months following the date of
the Successor Standstill Agreement. The Successor Standstill Agreement
expires upon the occurrence of any of the following: (i) the mutual
agreement of the parties thereto, (ii) the voluntary or involuntary filing
of a petition in bankruptcy by or against Golden Telecom, (iii) an event of
insolvency affecting Golden Telecom, or the appointment of a receiver for
Golden Telecom, (iv) the date on which any person owns, individually or
collectively with its affiliates, 50% or more of the Golden Telecom voting
stock, or (v) the date eighteen months following the effectiveness of the
Successor Standstill Agreement. Any party to the Successor Standstill
Agreement who, together with its affiliates, having once attained ownership
of at least 3% or more of the Golden Telecom voting stock, thereafter
ceases to own, together with its affiliates, at least 3% of the Golden
Telecom voting stock, shall cease to be a party thereto and shall cease to
have any rights or obligations thereunder. A copy of the Successor
Standstill Agreement, which is intended to supersede the Prior Standstill
Agreement as of the Telenor Effective Date, is included as Exhibit 99.18 to
this statement and qualifies the disclosure set forth herein in its
entirety.
(c.1) Successor Shareholders Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Shareholders Agreement effective as of the Telenor Effective
Date. The Successor Shareholders Agreement provides for certain tag-along
rights exercisable by CIPEF, RTK and Barings in the event that Alfa Telecom
proposes to transfer shares to a third party who will own, directly or
indirectly, not less than one-third of Golden Telecom's Common Stock or
capital stock (as adjusted for capital changes) immediately after such
transfer. Upon the exercise by CIPEF, RTK or Barings of such right, the
exercising party may sell to the third party its pro rata portion of the
shares covered by the third party offer.
The Successor Shareholders Agreement also provides each of Alfa
Telecom and Telenor (i) the right to participate on a pro rata basis in a
transfer of Golden Telecom shares when either party receives a bona fide
offer for Golden Telecom shares and (ii) the right to participate on an
equal basis in an offer to purchase the Golden Telecom shares held by
Barings or CIPEF. The Successor Shareholders Agreement also provides Alfa
Telecom, Telenor and RTK with a right of first offer in the event that a
significant shareholder proposes to transfer any Golden Telecom shares to
another person. In addition, the Successor Shareholders Agreement grants to
each of RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS Fund a
limited pre-emptive right to acquire its pro rata share of new securities
(on a fully diluted basis) issued by Golden Telecom from time to time
during the term of the Successor Shareholders Agreement.
In addition, the Successor Shareholders Agreement provides for the
nomination and removal of directors of Golden Telecom for two years after
its effective date. Subject to certain conditions, Alfa Telecom generally
has the right to designate three directors and Telenor has the right to
designate two directors. CIPEF and Barings each has the right to designate
one director, both of whom shall be independent. RTK has the right to
designate two directors, one of whom shall be independent. One independent
director (who shall also be a financial expert in the event that no other
director is a financial expert) shall be designated by the Board of
Directors of Golden Telecom. If RTK owns less than 10% but more than 3% of
the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to one. If RTK owns less than
3% of the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to zero. If CIPEF or Barings
own less than 3% of the issued and outstanding Golden Telecom voting stock,
the number of directors designated by CIPEF or Barings, as the case may be,
will be reduced to zero. The Successor Shareholders Agreement also provides
for a reduction in the number of directors to be designated by a
shareholder, including Alfa Telecom and Telenor, upon other specified
reductions in its ownership threshold levels relating to the issued and
outstanding Golden Telecom voting stock. Golden Telecom and each of RTK,
Alfa Telecom, Telenor, Barings and CIPEF have agreed that so long as the
agreement set forth in Section 3 of the Successor Shareholders Agreement
remains in effect, each of them will take all action (including without
limitation the voting of shares, the execution of written consents, the
calling of special meetings, the removal of directors, the filling of
vacancies on the Board of Directors, the waiving of notice and attendance
at meetings, the amendment of Golden Telecom's by-laws and the like)
necessary from time to time to maintain the composition of the Board of
Directors specified in Section 3 of the Successor Shareholders Agreement in
accordance with the terms of such provision.
The Successor Shareholders Agreement also contains procedures relating
to the approval of special transactions which involve, directly or
indirectly, a value exceeding 5% of the total consolidated assets of Golden
Telecom and its subsidiaries and include provisions relating to the
proposal of special transactions by directors as well as the retention in
certain cases of an independent special consultant to review the special
transaction. Furthermore, the Successor Shareholders Agreement restricts
business combinations with Golden Telecom by the parties thereto without
the prior approval of the Board of Directors of Golden Telecom (including
approval by a majority of the disinterested directors as defined therein).
In addition, the Successor Shareholders Agreement prohibits any party
thereto from acquiring beneficial ownership of any shares of Golden Telecom
voting stock if after such acquisition such shareholder would beneficially
own in aggregate 50% or more of the Golden Telecom voting stock, unless
such acquisition is made pursuant to a tender offer. Any person who
acquires 10% or more of the Golden Telecom voting stock from a party to the
Successor Shareholders Agreement is required to execute an endorsement and
be bound by this tender offer requirement.
A copy of the Successor Shareholders Agreement, which is intended to
supersede the Prior Shareholders Agreement as of the Telenor Effective
Date, is included as Exhibit 99.17 to this statement and qualifies the
disclosure set forth herein in its entirety.
(d) Successor Registration Rights Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Registration Rights Agreement effective as of the Telenor
Effective Date. The Successor Registration Rights Agreement provides the
parties thereto with the right to request that Golden Telecom effect a
registration under the U.S. Securities Act of 1933, as amended, with
respect to all or a part of the shares of Common Stock held by the parties
thereto on the effective date of the agreement as well as certain
additional shares acquired thereafter, provided, however, that at least
500,000 shares of Common Stock are requested to be registered by such
shareholder or shareholders. The Successor Registration Rights Agreement
also allows the other parties thereto to have all or part of the shares of
Common Stock held by them on the effective date of the Successor
Registration Rights Agreement (as well as certain additional shares
acquired thereafter) included in the registration. Alfa Telecom, RTK and
Telenor are each entitled to two demand registration requests and Barings
and CIPEF are each entitled to one demand registration request. A copy of
the Successor Registration Rights Agreement, which is intended to supersede
the prior registration rights agreements between Golden Telecom and Alfa
Telecom, RTK, CIPEF, Cavendish and First NIS Fund, is included as Exhibit
99.19 to this statement and qualifies the disclosure set forth herein in
its entirety."
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Item 7 is hereby amended and supplemented by adding the following exhibits:
Exhibit 99.17 Successor Shareholders Agreement, dated as of August 19,
2003
Exhibit 99.18 Successor Standstill Agreement, dated as of August 19,
2003
Exhibit 99.19 Successor Registration Rights Agreement, dated as of
August 19, 2003
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
Dated: August 21, 2003
CAVENDISH NOMINEES LIMITED
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 1
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 2
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 3
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK FUND CO-INVESTMENT LP
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
NIS RESTRUCTURING FACILITY LP
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
By: /s/ Connie A E Helyar
-----------------------------------
Name: Connie A E Helyar
Title: Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and First NIS Regional Fund SICAV.****
99.2 Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and Baring Vostok Private Equity Fund
LP.***
99.3 Share Purchase Agreement, dated April 2, 2001, among Global
TeleSystems, Inc., Alfa Bank Holdings Limited, Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Cavendish Nominees Limited and First NIS Regional Fund SICAV.**
99.4 Stock Option Agreement, dated as of May 11, 2001, among Cavendish
Nominees Limited, First NIS Regional Fund SICAV and Global
TeleSystems, Inc.***
99.5 Standstill Agreement, dated as of March 31, 2001.*
99.6 Amendment and Assignment Agreement, dated as of May 11, 2001.***
99.7 Shareholders Agreement dated as of May 11, 2001.*****
99.8 Agreement among Reporting Persons in respect of Schedule 13D
Filing.***
99.9 Purchaser Designation and Stock Exercise Notice, dated as of July
10, 2001 from Cavendish Nominees Limited and First NIS Regional
Fund SICAV to Global TeleSystems Europe Holdings B.V.******
99.10 Share Purchase Agreement dated October 16, 2001 by and between
Global TeleSystems Europe Holdings B.V. and Cavendish Nominees
Limited. ******
99.11 Share Purchase Agreement dated October 25, 2001 by and between
Jeff L. Howley and Cavendish Nominees Limited. ******
99.12 Share Purchase Agreement dated October 25, 2001 by and between
Stewart Reich and Cavendish Nominees Limited. ******
99.13 Share Purchase Agreement dated October 25, 2001 by and between
Darrell Lauterbach and Cavendish Nominees Limited. ******
99.14 Shareholders Agreement, dated as of September 5, 2002*******
99.15 Standstill Agreement, dated as of September 5, 2002*******
99.16 Agreement among Reporting Persons in respect of Schedule 13D
Filing, dated as of September 11, 2002*******
99.17 Shareholders Agreement, dated as of August 19, 2003********
99.18 Standstill Agreement, dated as of August 19, 2003********
99.19 Registration Rights Agreement, dated as of August 19, 2003********
* Incorporated by reference to the Schedule 13D/A of Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Capital International Investments, LLC, Capital International,
Inc. and Capital Group International, Inc. dated April 12, 2001.
** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. dated April 5, 2001.
*** Incorporated by reference to the Schedule 13D of Cavendish
Nominees Limited dated May 21, 2001.
**** Incorporated by reference to the Schedule 13D of First NIS
Regional Fund SICAV dated May 21, 2001.
***** Incorporated by reference to the Schedule 13D/A of Global
TeleSystems, Inc. and others dated May 21, 2001.
****** Incorporated by reference to the Schedule 13D/A of Cavendish
Nominees Limited dated November 9, 2001
******* Incorporated by reference to the Schedule 13D/A of Cavendish
Nominees Limited dated September 12, 2002
******** Filed herewith.
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ING GROEP NV AND
BARING VOSTOK FUND MANAGERS LIMITED
The name, present principal occupation or employment, the business address and citizenship
for each director and executive officer of ING Groep NV ("Parent"), Baring Vostok Fund Managers Limited
("BVF Managers") and Cavendish Nominees Limited is set forth below.
Present Principal Occupation
----------------------------
Name and Business or Employment Business Address Citizenship
----------------- ------------- ---------------- -----------
Parent
------
Cornelis Maas Chief Financial Officer Soestdijkswewg Noord The
426, 3723HM Bilthoven Netherlands
Holland
Ewald Kist Executive Committee Chairman Klattewag 10, 3597KB's The
-6, Gravenhage Netherlands
Holland
Jan Marie Lindenburgh Executive Committee Director Burgemeester den The
Texlaan 42, 2111CB Netherlands
Aerdenhout
Holland
Alexander Hedrik George Executive Committee Director Burgemeester den The
Rinnooy Kan Texlaan 42, 2111CE Netherlands
Aerdenhout
Holland
Michel Joachim Gerard Executive Committee Rue du Moulin 10,1310 Belgium
Alphonse Tilmant Vice-Chairman La Hulpe
Belgium
Fred Hubbell Executive Committee Director Amstelveenseweg 500 US
1081 KL Amsterdam
PO Box 8100
100 AV Amsterdam
The Netherlands
BVF Managers
Mike Calvey Managing Partner c/o Baring Vostok US
Capital Partners
Limited
10 Uspenski Pereulok
5th Floor
Moscow 103006
Russia
Connie Helyar Managing Director of 13-15 Victoria Road English
International Private Equity St. Peter Port
Services Limited Guernsey Channel
Islands
GY1 3ZD
David Huckfield Senior Partner of Baring 33 Cavendish Square English
Private Equity Partners London England
Limited Operations W1M OBQ
Paul Roberts Finance Director/Chief c/o Baring Vostok US
Operations Officer Capital Partners
Limited
10 Uspenski Pereulok
5th Floor
Moscow 103006
Russia
Cavendish Nominees Limited
--------------------------
Peter Gillson Director of International 13-15 Victoria Road French and
Private Equity Services St. Peter Port English
Limited Guernsey Channel
Islands
GY1 3ZD
Connie Helyar Managing Director of 13-15 Victoria Road English
International Private Equity St. Peter Port
Services Limited Guernsey Channel
Islands
GY1 3ZD
David Stuart Huckfield Senior Partner of Baring 33 Cavendish Square English
Private Equity Partners London England
Limited Operations W1M OBQ