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2009-08-24 07:30:27 CEST 2009-08-24 07:31:27 CEST REGULATED INFORMATION TEO LT, AB - Notification on material eventAnnouncement on the intention of TeliaSonera AB (publ) to launch the voluntary takeover bidOn 23 August 2009 TEO LT, AB (hereinafter ‘the Company' or ‘TEO') received announcement on the intention of TeliaSonera AB (publ) to launch the voluntary takeover bid: <quote> NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA JAPAN OR ITALY ANNOUNCEMENT ON THE INTENTION OF TELIASONERA AB (PUBL) TO LAUNCH THE VOLUNTARY TAKEOVER BID TeliaSonera AB (publ) (public limited liability company, company code No 556103-4249, registered office at SE-106 63 Stockholm, Sweden) (the Offeror) following the decision adopted on 23 August 2009 by the Chief Executive Officer of the Offeror acting under mandate given by the Board of the Offeror decided to announce a voluntary takeover bid to acquire 287,869,862 (two hundred eighty seven million eight hundred sixty nine thousand eight hundred sixty two) ordinary registered shares of TEO LT, AB (public limited liability company, company code 121215434, VAT payer code LT212154314, registered office at Savanorių pr. 28, Vilnius, Republic of Lithuania, the data is kept at the Register of Legal Entities) (the Issuer) constituting 37.06% of votes at the General Meeting of Shareholders of the Issuer. The takeover bid price is LTL 1.83 (one Litas, eighty three cents) per 1 (one) ordinary registered share of the Issuer with nominal value of LTL 1 (one Litas) each (ISIN code LT0000123911). The Offeror holds 100% shares in Amber Teleholding A/S, the majority shareholder of the Issuer. Amber Teleholding A/S owns 488,947,656 ordinary registered shares in the Issuer which represent 62.94% of all votes granted by the shares which are allowed to vote at the General Meeting of Shareholders of the Issuer. The Offeror does not hold shares in the Issuer. The intended method for settlement for the ordinary registered shares of the Issuer to be acquired will be monetary payment. Minimum number of the Issuer's shares intended for purchase will be 1 (one) ordinary registered share. The Issuer maintains a Global Depository Receipt (GDR) programme in respect of its shares, each GDR representing 10 (ten) ordinary registered shares. The takeover bid is not being extended to the GDRs. Holders of GDRs who wish to participate in the tender offer are eligible to do so only if (i) they are outside the United States, (ii) they are lawfully able to do so, (iii) they become shareholders by (A) presenting their GDRs to the GDR depositary for withdrawal outside the United States 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, and (iv) they accept the tender offer in respect of the resulting shares in accordance with the terms of the tender offer. The tender offer will be made in accordance with the laws of the Republic of Lithuania and will not be subject to any filing with, or approval by, any foreign regulatory authority. In addition, the tender offer is not subject to the City Code on Takeovers and Mergers in the UK and the tender offer will not be filed with the Panel on Takeovers and Mergers in the UK or the UK Listing Authority. This announcement 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 tender 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 press release 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 tender 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 tender offer are sought by this announcement. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Receipt of this announcement will not constitute an offer in those jurisdictions in which it would be illegal to make the tender offer and in such circumstances it will be deemed to have been sent for information purposes only. The tender 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 tender 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. <end of quote> Eglė Gudelytė-Harvey, Director of Corporate and Legal Affairs Unit, tel. +370 5 236 72 92. |
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