TeliaSonera divests its holding in Ncell

TeliaSonera has agreed to sell its 60.4 percent ownership in the Nepalese
operator Ncell to Axiata, one of Asia’s largest telecommunication groups, for
USD 1,030 million on a cash and debt free basis. At the same time, TeliaSonera
will dissolve its economic interests in the 20 percent local ownership and
receives approximately USD 48 million. The transactions are conditional on each
other.
“In September we announced our ambition to reduce our presence in our seven
Eurasian markets and focus on our operations in the Nordics and Baltics, within
the strategy of creating the new TeliaSonera. Today, I am very pleased to
announce a first step and proof point in this reshaping of TeliaSonera. I am
also glad to see Axiata as a new owner. That gives me comfort that our dedicated
employees are in good hands when taking Ncell to the next level,” says Johan
Dennelind, TeliaSonera’s President and CEO.

Axiata has more than 260 million customers and 25,000 employees. Ncell will
complement its portfolio of Asian telecommunications assets, which includes
operations in Malaysia, Indonesia, Sri Lanka, Bangladesh, Cambodia, India,
Singapore and Pakistan. Axiata, which is listed on the Malaysian stock exchange,
is a reputable company with a strong focus and expertise in South Asia and is
also a long-term investor contributing to development and advancements of the
countries it operates in.

The divestment comprises of two transactions which are conditional on each
other.

TeliaSonera divests its direct ownership of 60.4 percent to Axiata for USD 1,030
million on an cash and debt free basis, corresponding to an EV/EBITDA multiple
of 5.0 times based on rolling twelve months. Ncell had a net cash position of
approximately USD 284 million, after purchase price adjustments, as of September
30, 2015, and TeliaSonera will be paid for the cash position at closing in
proportion to its economic interest of 80.4 percent.

Over and above 60.4 percent, TeliaSonera consolidates a further 20 percent in
Ncell, an ownership which is today held locally by Mr. Niraj Shrestha. According
to current Nepalese regulation, 20 percent of the ownership in a company is
required to be held locally by a Nepalese citizen. All arrangements between
TeliaSonera and Mr. Niraj Shrestha, which were entered into in 2012, will lapse
in conjunction with closing.

As part of the divestment of Ncell to Axiata, TeliaSonera will dissolve its
economic interests in the 20 percent local ownership and will receive
approximately USD 48 million from Sunivera Capital Ventures Pte Ltd, a Singapore
registered company. Mr. Niraj Shrestha will sell his locally held shares to Mrs.
Bhavana Singh Shrestha, who is Axiata’s chosen local partner.

As part of the transaction, Visor will sell its 19.6 percent of Ncell to Axiata.

TeliaSonera has conducted extensive due diligence and background checks of
companies in this transaction, Mrs. Bhavana Singh Shrestha and related parties,
using both inhouse as well as external expertise. TeliaSonera has discussed with
Axiata on their commitment, programs and policies on responsible business and
corporate governance best practice. TeliaSonera will actively seek to engage the
buyer in the Industry Dialogue on Freedom of Expression and the
Telecommunications Integrity Initiative against Corruption.

“To make a responsible exit is of utmost importance for us. We will continue our
good cooperation with the Nepalese government in our engagement of rebuilding
Nepal after the earthquake,” says Johan Dennelind.

The divestment, all transactions included, results in a positive net cash effect
for TeliaSonera, corresponding to approximately SEK 7.5 billion after
provisions, primarily related to tax. The effect on net income is expected to be
minor and still dependent on fluctuations of currencies until closing.

The expected divestment proceeds will primarily be used for debt reduction in
line with TeliaSonera’s ambition to keep a solid investment grade credit rating
of A- to BBB+. TeliaSonera reiterates its ambition to distribute a dividend of
at least SEK 3 per share for the fiscal year 2015.

TeliaSonera’s lead advisors and expertise in relation to the transaction has
been UBS, Deloitte, Davis Polk, Mannheimer Swartling, Control Risk and Kroll.
The deal is subject to approval from Department of Industries in Nepal, Nepalese
Telecom Authority, Malaysian Central Bank and Axiata’s shareholders,
respectively. Closing of the transaction is expected to take place in the first
half of 2016.


Analyst and media telephone conference today at 08.30 a.m. CET

TeliaSonera invites you to a conference call with TeliaSonera’s President and
CEO Johan Dennelind and CFO Christian Luiga.

Dial-in number: +44 (0) 1452 555566
Access code: 13568170

You can also listen to the conference  call afterwards until December 28, 2015.
Replay number: +44 (0) 1452550000
Access code: 13568170

http://www.teliasonera.com/en/investors/reports-and-presentations/presentations/


TeliaSonera AB discloses the information provided herein pursuant to the Swedish
Securities Markets Act and/or the Swedish Financial Instrument Trading Act. The
information was submitted for publication at 06.30 a.m. CET on December 21,
2015.


For more information, please contact the TeliaSonera press office +46 771 77 58
30, press@teliasonera.com, visit our
Newsroom (http://www.teliasonera.com/en/newsroom/) or follow us on Twitter
@TeliaSoneraAB (https://twitter.com/TeliaSoneraAB).


Forward-Looking Statements
Statements made in the press release relating to future status or circumstances,
including future performance and other trend projections are forward-looking
statements. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There can be no assurance that actual results will not
differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of
TeliaSonera.


TeliaSonera provides network access and telecommunication services in the Nordic
and Baltic countries, the emerging markets of Eurasia, including Russia and
Turkey, and in Spain. TeliaSonera helps people and companies communicate in an
easy, efficient and environmentally friendly way. Our ambition is to be number
one or two in all our markets, providing the best customer experience, high
quality networks and cost efficient operations. TeliaSonera is also a leading
wholesale provider who owns and operates one of the world’s most extensive fiber
backbones. In 2014, net sales amounted to SEK 101.1 billion, EBITDA to SEK 35.2
billion and earnings per share to SEK 3.35. The TeliaSonera share is listed on
Nasdaq Stockholm and Nasdaq Helsinki. Read more at www.teliasonera.com.