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TEO: Circular of the voluntary takeover bid of TeliaSonera AB and its summary

Spekuliantai.lt | 2012-06-04 | NASDAQ OMX biržų naujienos | perskaitė: 902
Raktiniai žodžiai: TEO LT, TEO
TEO: Circular of the voluntary takeover bid of TeliaSonera AB and its summary

TEO LT, AB Notification on material event 04.06.2012

Circular of the voluntary takeover bid of TeliaSonera AB and its summary

On 30 May 2012 TEO LT, AB (hereinafter “the Company”) received the information
from its shareholder TeliaSonera AB, that on 30 May 2012 the Bank of Lithuania
approved the circular of the non-competitive voluntary takeover bid to buy up
the remaining ordinary registered voting shares of the Company.

The summary of the approved circular is provided below.



SUMMARY CIRCULAR FOR THE NON-COMPETETIVE VOLUNTARY TAKEOVER BID TO ACQUIRE ALL
REMAINING ORDINARY REGISTERRED SHARES OF TEO LT, AB

Not to be distributed in or into the United States, Canada, Australia Japan or
Italy

The takeover bid is being 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. The takeover bid is not being and will not be
made, directly or indirectly, in or into and is not and will not be capable of
acceptance in or from United States of America, Canada, Australia, Japan or
Italy. The takeover bid 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, Canada, Australia, Japan or Italy.
This includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone and the internet. Accordingly, copies of this document and any
related takeover bid documents are not being, and must not be, mailed or
otherwise transmitted, distributed or forwarded in or into the United States of
America, Canada, Australia, Japan or Italy. Any purported acceptance of the
takeover bid 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, Canada, Australia, Japan or Italy will not be accepted.

The release, publication or distribution of this document or any other related
documents in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this document or any other related
documents is released, published or distributed should inform themselves about
and observe such restrictions. Receipt of this document or any other related
documents will not constitute a takeover bid in those jurisdictions in which it
would be illegal to make the takeover bid and in such circumstances it will be
deemed to have been sent for information purposes only. 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.



1. The date of the approval of the circular of the takeover bid

On 30 May 2012 the Lithuanian Bank approved circular of the non-competitive
voluntary takeover bid being made by TeliaSonera AB (publ) (company code No
556103-4249, address SE-106 63 Stokholm, Sweden) (the Offeror) for the
acquisition of the remaining ordinary registered shares of TEO LT, AB (company
code 121215434, address Lvovo g. 25, Vilnius, Lithuania) (the Issuer).

2. Commencement and completion of the implementation of the takeover bid

The implementation of the takeover bid shall start on 5 June 2012 and shall end
on 29 June 2012.

3. Name, legal form, company code, office address, telephone and fax numbers,
email address and the website address of the Issuer

Name: TEO LT, AB
Legal form: public limited liability company
Company code: 121215434
Office address: Lvovo g. 25, Vilnius, Republic of Lithuania
Telephone number: +370 5 262 15 11
Fax number: +370 5 212 66 65
Email address: [email protected]
Website address: www.teo.lt

4. Data of the Offeror:

Name: TeliaSonera AB (publ)
Legal form: Aktiebolag (public limited liability company)
Company code: No. 556103-4249
Office address: Stureplan 8, SE-106 63 Stockholm, Sweden
Telephone number: +46 8 504 550 00
Fax number: +46 8 504 550 01
Email address: [email protected]
Website address: www.teliasonera.com

5. The period of the execution of the takeover bid (in days)

The execution period of the voluntary takeover bid will last 25 (twenty five)
calendar days.

6. Minimum and maximum number of the Issuer’s securities intended to be
purchased by type and class, ISIN code; the number of securities intended to be
purchased, the failure to deposit which by the owners of the securities of the
Issuer will result in the failure of the takeover bid (to be reported in case
of a voluntary takeover bid)

The maximum number of the Issuer’s ordinary registered shares intended to be
purchased – 128,631,714 (one hundred twenty eight million six hundred thirty
one thousand seven hundred fourteen) ordinary registered shares with nominal
value of LTL 1 (one Litas) each (ISIN code LT0000123911), which on the signing
date of the circular constitute all remaining ordinary registered shares of the
Issuer. The takeover bid shall be made regarding all ordinary registered shares
of the Issuer, which do not belong to the Offeror on the day of the submission
of the application to AB NASDAQ OMX Vilnius requesting to implement the
voluntary takeover bid. The minimum number of the Issuer’s ordinary registered
shares intended to be purchased – 1 (one) ordinary registered share with
nominal value of 1 (one) Litas each (ISIN code LT0000123911). The takeover bid
will be completed if at least 1 (one) ordinary registered share will be
deposited for sale.

7. Way of payment for the Issuer’s securities being purchased (cash, securities
or combination of cash and securities)

The payment for the Issuer’s ordinary registered shares will be made in cash.

8. Price (the exchange rate in case the settlement is effected in securities or
a combination of cash and securities, i.e. the whole number of cash and
securities offered for exchange per 1 (one) security of the Issuer) at which
the Issuer’s securities will be purchased (the takeover bid price). In case of
a voluntary takeover bid, where the settlement is effected in securities the
price shall be also expressed in cash

The takeover bid price is EUR 0.637 (zero point six three seven Euro) per 1
(one) ordinary registered share of the Issuer with nominal value of LTL 1 (one
Litas) each (ISIN code LT0000123911).

9. Compensation offered for all losses of the right holders arising from the
implementation of the requirements under section 1-5 of the article 36 of the
Law on Securities (the method of the establishment of the compensation, and the
method of payment) - not applicable.

10. Circumstances which do not directly depend on the Offeror but which cause
the execution of the takeover bid

Circumstances effecting the completion of the takeover bid which directly do no
depend on the Offeror are not known on the day of signing the circular.

11. The Offeror’s plans and intentions with regard to the Issuer or its
controlled enterprises if the takeover bid is successful:

11.1. continuity of the Issuer’s business activities – it is intended to
continue current business activities of the Issuer.

11.2. restructuring, reorganization or liquidation of the Issuer’s business –
it is not planned to restructure, reorganize or liquidate the Issuer. If after
the voluntary takeover bid the Offeror owns more than 95% of all votes at the
general meeting, then the Offeror shall consider a possibility to implement the
procedure of the squeeze-out.

11.3. personnel policy – from 25 April 2007 a Collective Bargaining Agreement
between the Issuer, as the employer, and employees of the Issuer, represented
by the joint agency of the Trade Unions, came into effect (with later
supplements and amendments). The Collective Bargaining Agreement grants
employees of the Issuer with additional social guarantees. It is not intended
to change personnel policy of the Issuer in the nearest future.

11.4. management policy – it is not intended to change management policy of the
Issuer in the nearest future.

11.5. capital attraction policy – the Offeror plans that the Issuer will
continue to rely on internally generated cash.

11.6. dividend policy – it is not intended to change the dividend policy of the
Issuer in the nearest future.

11.7. intended amendments to the articles of association of the Issuer – it is
not intended to make amendments to the Articles of Association of the Issuer in
the nearest future.

11.8. special bonuses, incentive schemes, etc provided in the respect of the
managers of the Issuer – members of the Issuer’s Board are elected for the
two-year term by the shareholders of the Issuer and employment contracts are
not concluded with them. The annual general meeting of shareholders adopting a
decision on profit allocation is entitled to take a decision on granting annual
payments (tantiemes) to the members of the Board. The members of the Board are
not entitled to compensation or pay-outs in case the member of the Board
resigns prior to the termination of the term of the Board. Conditions of
employment contracts of the top managers of the Issuer are considered at the
Remuneration Committee of the Board and then approved by the Board. The
Remuneration Committee has a right to propose to the Board to include into
employment agreements of the top managers additional conditions that provide
compensations in case of resignation and similar cases. According to the
employment agreement of the General Manager of the Issuer, which is approved by
the Board, upon fulfilment of certain conditions the General Manager in case of
his resignation or dismissal could be entitled to the compensation amounting
from 6 (six) up to 12 (twelve) monthly salaries. It is not intended to change
the management incentive scheme in the nearest future.

12. Written agreements with other persons regarding voting in concert at the
general meetings of shareholders of the Issuer

The Offeror has not entered into written agreements with other persons
regarding voting in concert at the general meetings of the Issuer.

13. Information about currently pending law proceedings and arbitration
proceedings that have or may have a substantial effect on the Offeror’s
activities and financial status

In its normal course of business, the Offeror is involved in a number of legal
proceedings. These proceedings primarily involve claims arising out of
commercial law issues and matters relating to telecommunications regulations
and competition law. In particular, the Offeror is involved in numerous
proceedings related to interconnect fees, which affects future revenues. Except
for the proceedings described below, the Offeror or its subsidiaries are not
and have not been involved in any legal, arbitration or regulatory proceedings
which management believes could have a material adverse effect on the Offeror’s
business, financial condition or results of operations.

Regulatory proceedings. During the second half of 2001, a number of operators
filed complaints against the Offeror with the Swedish Competition Authority and
the Authority initiated an investigation regarding the Offeror’s pricing of
ADSL services. The complaints suggest that the difference between the Offeror’s
wholesale prices and retail prices is too low to effectively enable competition
in the retail market. In December 2004, the Competition Authority sued the
Offeror at the Stockholm District Court claiming that the Offeror had abused
its dominant position. The Authority demands a fee of SEK 144 million. In
December 2011, the Stockholm District Court decided in accordance with the
Competition Authority’s demands. The Offeror’s position is that it has not
engaged in any prohibited pricing activities and has appealed the District
Court’s decision. Following the Competition Authority’s lawsuit, Tele2 has in
April 2005 and Spray Network in June 2006, respectively, claimed substantial
damages from the Offeror due to the alleged abuse of dominant market position.
The Offeror will vigorously contest Tele2’s and Spray Network’s claims. The
actions for damages have been stayed pending the case between the Offeror and
the Competition Authority.



ENCL. Circular of the voluntary takeover bid of TeliaSonera AB (publ) approved
by the Bank of Lithuania.




Eglė Gudelytė-Harvey,
Director of Corporate Administration and Legal Affairs Unit,
tel. +370 5 236 7292


1. 2012 06 04_TeliaSonera_circular.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=395061)

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