At the request and on behalf of TeliaSonera AB (publ), AS Eesti Telekom makes
the following announcement:
On October 13, 2009 AS Eesti Telekom (“Eesti Telekom”) announced the results of
the cash offer launched by TeliaSonera AB (publ) (“TeliaSonera”) for the shares
of Eesti Telekom on September 9, 2009 (“Offer”). The announcement specified,
among others, the procedure for exercising the sell-out right available to the
minority shareholders of Eesti Telekom by virtue of § 182-2 of the Securities
Market Act.
According to § 182-2 of the Securities Market Act, the Offer is open for
acceptance to those minority shareholders who have not accepted the Offer during
the original acceptance period (“Sell-out right”). Such shareholders have the
right to accept the Offer until (i) the date being three months from the date of
announcement of the results of the Offer (October 13, 2009) or (ii) the approval
of the takeover by TeliaSonera of the shares of Eesti Telekom held by the
remaining minority shareholders (“Squeeze-out”) by the general meeting of
shareholders of Eesti Telekom in accordance with § 182-1 of the Securities
Market Act, whichever occurs earlier.
On October 19, 2009 Eesti Telekom convened an extraordinary general meeting of
shareholders for November 20, 2009 with the purpose, among others, to decide on
the approval of the Squeeze-out.
On November 3, 2009 Eesti Telekom announced that the extraordinary general
meeting originally convened for November 20, 2009 will be postponed and held on
December 4, 2009.
Considering that the extraordinary general meeting has been postponed, it is
necessary to specify the procedure and settlement dates relating to the exercise
of the Sell-out right as follows:
1) The settlement (transfer of shares and payment of Offer price) with those
minority shareholders who have exercised or will exercise their Sell-out right
before such deadline specified by the custodians that will enable custodians to
register the instructions in the Estonian Central Register of Securities by
17:00 (Estonian time) on November 27, 2009 will be executed on December 1, 2009.
Such shareholders must specify December 1, 2009 as the value date in their
transaction instructions (see below).
2) The settlement with those minority shareholders who will exercise their
Sell-out right after the deadline specified above, but before the stock exchange
announcement on the approval of the Squeeze-out by general meeting of
shareholders of Eesti Telekom, will be executed on December 11, 2009. Such
shareholders must specify December 11, 2009 as the value date in their
transaction instructions (see below).
Each shareholder wishing to exercise the Sell-out right 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 containing at least the following information:
Security: Eesti Telekom share
ISIN code: EE3100007220
Price per share: EEK 93.00
Number of shares: (to be determined by shareholder)
Counterparty: TeliaSonera AB
Counterparty's custodian: AS SEB Pank
Counterparty's securities account number: 99101513290
Value date: (see above)
Type of transaction: sale
Type of settlement: against payment
All acceptances given in the course of exercising the Sell-out right shall be
subject to the same terms and conditions and restrictions as applied to the
Offer launched on September 9, 2009, as set out in the Offer prospectus.
_____________________________________________
For further information:
The TeliaSonera Press Office, +46-771 77 58 30
investor-relations@teliasonera.com
Specification of the procedure and settlement dates relating to the exercise of the sell-out right
| Source: Eesti Telekom