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TEO: Regarding received offer to sale treasury stocks

Spekuliantai.lt | 2009-10-06 | NASDAQ OMX biržų naujienos | perskaitė: 917
Raktiniai žodžiai: TEO LT, TEO
TEO: Regarding received offer to sale treasury stocks

TEO LT, AB Notification on material event 06.10.2009

Regarding received offer to sale treasury stocks

After having acquainted with a joint offer dated 2 October 2009 of East Capital
Explorer Investments AB (Sweden), East Capital Special Opportunities Fund
(Cayman Islands) and East Capital Asset Management AB (Sweden) on behalf of in
Sweden registered East Capital Baltic Fund and East Capital Eastern European
Fund (hereinafter ‘the Offerors') and valid until 9 October 2009 15:00
(Lithuanian time) to sell TEO LT, AB treasury stocks, i.e. 38,095,242 shares or
4.67 per cent of the total number of the Company's shares, to the Offerors, for
1.95 Litas per share, and taking into consideration that:

- section 2 of Article 54 of the Law on Companies of the Republic of Lithuania
provides that the procedure for selling own shares (treasury stocks) and the
minimum sale price shall be established by the decision of the General Meeting
of Shareholders, besides, the procedure of sale must ensure equal opportunities
for all shareholders to acquire shares in the company;

- procedure of sale of treasury stocks and the minimum sale price were not
discussed at any General Meeting of Shareholders and there are no adopted
decisions of General Meeting of Shareholders on procedure of sale of treasury
stocks and the minimum sale price; and

- the Law on Securities of the Republic of Lithuania prohibits the management
bodies and the supervisory bodies of the offeree company from performing the
actions that could significantly worsen the financial status of the company or
in any other way inhibit the implementation of the takeover bid. The
prohibition to inhibit the implementation of the takeover bid shall not apply
where such actions are approved by the General Meeting of Shareholders of the
offeree company;

the Board of TEO LT, AB (hereinafter ‘TEO' or ‘the Company') states, that the
Company's Board has no competence to take a decisions regarding purchase or
sale of treasury stocks, as well as is not entitled to respond to any offers to
sell treasury stocks, including the TeliaSonera AB (publ) tender offer in
respect of TEO LT, AB shares under the valid tender offer by TeliaSonera AB
(publ) and offer of the Offerors to sell treasury stocks.

In September 2007, TEO took over the treasury stocks from its subsidiary UAB
Lintel. According to the Law on Companies (section 9 of Article 54) such share
acquisition was not considered as a new share acquisition by the Company, as
the parent company took over shares, which were already regarded as treasury
stocks of the Company. Due to that reasons procedures for acquisition of
treasury stocks established by the Law were not applicable.


Eglė Gudelytė-Harvey,
Director of Corporate and Legal Affairs Unit,
tel. +370 5 236 72 92.

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