NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
ITALY
NOTICE OF DECISION OF CASH OFFER
TeliaSonera AB has decided to make an offer to acquire all shares of AS Eesti
Telekom not already owned by TeliaSonera AB and companies controlled by
TeliaSonera AB (“TeliaSonera”) from the shareholders of AS Eesti Telekom on the
following terms and conditions (the “Offer”):
Offeror, persons acting in concert, target issuer
The offeror is TeliaSonera AB (publ), a company incorporated pursuant to the
laws of Sweden, with the registration number 556103-4249 and registered address
SE-106 63 Stockholm, Sweden (the “Offeror”).
TeliaSonera AB is the ultimate parent company of TeliaSonera.
The Offeror holds its current shareholding in AS Eesti Telekom through its
wholly-owned subsidiary Baltic Tele AB. For the purposes of this Offer, the
persons acting in concert with the Offeror are the companies controlled by the
Offeror.
Baltic Tele AB is a company incorporated pursuant to the laws of Sweden, with
the registration number 556454-0085 and registered address c/o TeliaSonera AB,
Ekonomi, Box 7754, 106 63, Stockholm, Sweden.
The target issuer is AS Eesti Telekom, a company incorporated pursuant to the
laws of Estonia, with the registry code 10234957 and registered address Valge
16, Tallinn 19095, Estonia (“Eesti Telekom”).
Shares of Eesti Telekom held by the Offeror and persons acting in concert
Baltic Tele AB owns 82,936,299 shares of Eesti Telekom, representing
approximately 60.12% of all shares of Eesti Telekom and of votes represented by
such shares. Other companies within TeliaSonera do not own any shares of Eesti
Telekom.
Description of shares being the object of the Offer
Eesti Telekom has issued a total of 137,954,528 registered common shares with
the nominal value of 10 Estonian kroons each share.
The Offer is made in respect of all shares of Eesti Telekom which are not
already owned by TeliaSonera Group, being 55,018,229 shares representing
approximately 39.88% of all shares of Eesti Telekom.
All shares of Eesti Telekom are listed on the Tallinn Stock Exchange and global
depository receipts (the “GDRs”) representing the shares (each GDR represents
three shares) are listed on the Official List maintained by the United Kingdom
Financial Services Authority in its capacity as competent authority for the
purposes of the United Kingdom Financial Services and Markets Act 2000 (as
amended) (the “UK Listing Authority”) and traded on the London Stock Exchange
plc's (the “London Stock Exchange”) main market for listed securities. The
Offer is not being extended to the GDRs.
Each share gives the shareholder one vote at the general meeting of
shareholders of Eesti Telekom.
Purchase price
93.00 Estonian kroons per share (the “Purchase Price”).
Term of the Offer
The time period for accepting the Offer shall commence on 9 September 2009 and
end on 9 October 2009. Shareholders wishing to accept the Offer must submit
transaction instructions to their custodians by such deadline on 9 October 2009
as specified by the custodians which will enable the custodians to register the
instructions in the Estonian Central Register of Securities (“ECRS”) by 17:00
(Estonian time) on 9 October 2009 at the latest.
Payment of the Purchase Price and transfer of the shares
Payment of the Purchase Price and transfer of the shares shall be executed on
16 October 2009 (the “Value Date”) through delivery-versus-payment method. On
the Value Date the Offeror shall pay to each shareholder who has accepted the
Offer the Purchase Price according to the number of shares sold by such
shareholder against the transfer of the relevant shares.
Procedure for acceptance of the Offer
Each shareholder wishing to accept the Offer and sell the shares must contact
the relevant custodian of its securities account who operates the ECRS
securities account on which the shares of Eesti Telekom belonging to such
shareholder are held and submit to the custodian a transaction instruction for
the sale of shares in accordance with the terms set forth in the prospectus of
the Offer.
The Offer is not being extended to the GDRs. Holders of GDRs who wish to
participate in the Offer are eligible to do so only if (i) they are outside the
United States of America, (ii) they are otherwise lawfully able to do so,
(iii) they become shareholders by (a) presenting their GDRs to the
international depositary for the GDRs for withdrawal outside the United States
of America and (b) upon compliance with the terms of the GDR deposit agreement,
including payment of any fees and any applicable transfer fees, taxes and
governmental charges, requesting the depositary to deliver to them, outside the
United States, the shares represented by the GDRs so presented, (iv) they
accept the Offer in respect of the resulting shares in accordance with the
terms of the Offer.
In accordance with the laws of the Republic of Estonia, TeliaSonera AB
submitted on 24 August 2009 the notice and prospectus of the Offer to Estonian
Financial Supervision Authority (the “EFSA”) for approval. According to the
Securities Markets Act of Estonia, the EFSA shall decide on the approval of the
notice and prospectus of the Offer within 15 calendar days as of the receipt of
the respective application of the Offeror. The notice and prospectus of the
Offer shall be published after their approval by the EFSA.
The terms of the Offer specified above may be changed or specified, if so
requested by the EFSA. If the EFSA decides not to approve the notice and
prospectus of the Offer, then the Offer will not be made.
All information contained in this notice is presented as at 24 August 2009, the
date of submission of the prospectus and notice of the Offer to the EFSA for
approval.
This notice does not constitute, or form part of, any offer or invitation to
sell, or any solicitation of any offer to purchase any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with, any contract therefor.
The Offer is not being made and will not be made directly or indirectly in, or
by use of the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities exchange of,
the United States of America. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the Internet. Accordingly,
copies of this notice and any related offering documents are not being, and
must not be, mailed or otherwise transmitted, distributed or forwarded in or
into the United States of America. Any purported acceptance of the Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid. No securities or other consideration is being solicited and if sent in
response by a resident of the United States of America will not be accepted. No
indications of interest in the Offer are sought by this notice.
The release, publication or distribution of this notice in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this notice is released, published or distributed
should inform themselves about and observe such restrictions. Receipt of this
notice will not constitute an offer in those jurisdictions in which it would be
illegal to make the Offer and in such circumstances it will be deemed to have
been sent for information purposes only.
The Offer will not be made, directly or indirectly, in or into and is not and
will not be capable of acceptance in or from Canada, Australia, Japan or Italy.
Any purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid.
Persons receiving this document or any other related documents (including
custodians, nominees and trustees) should observe these restrictions and must
not send or distribute this document in or into the United States of America
Canada, Australia, Japan or Italy. Doing so may render invalid any purported
acceptance.
