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TEO: Announcement about approval of the circular of the voluntary tender offer of TeliaSonera AB (publ), Sweden

Spekuliantai.lt | 2009-09-14 | NASDAQ OMX biržų naujienos | perskaitė: 1542
Raktiniai žodžiai: TEO LT, TEO
TEO: Announcement about approval of the circular of the voluntary tender offer of TeliaSonera AB (publ), Sweden

TEO LT, AB Notification on material event 14.09.2009

Announcement about approval of the circular of the voluntary tender offer of
TeliaSonera AB (publ), Sweden

On 11 September 2009 Lithuanian Securities Commission (decision No. 2K-268)
decided to approve the circular of the voluntary tender offer of TeliaSonera AB
(publ), Sweden, for acquisition of remaining 281,470,107 ordinary registered
shares, which have the voting rights, of TEO LT, AB paying LTL 1.83 (one
Litas,eighty three cents) per share.


NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA JAPAN OR
ITALY

ANNOUNCEMENT ABOUT APPROVAL OF THE CIRCULAR OF THE VOLUNTARY TENDER OFFER

1. Background

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 tender offer to acquire 281 470 107 (two hundred eighty
one million four hundred seventy thousand one hundred seven) 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 36.23% of votes at the General Meeting of
Shareholders of the Issuer.

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.

All information contained in this announcement is presented as at 9 August
2009, the date on which the circular was signed.

2. The date of approval of the circular of the tender offer by the Securities
Commission of the Republic of Lithuania

The circular was approved by the Securities Commission of the Republic of
Lithuania on 11 September 2009.

3. Commencement and completion dates of the tender offer

The Offer will start on 17 September 2009 and will end on 9 October 2009.

4. Information about the Issuer

Name: TEO LT, AB
Legal form: public limited liability company
Company code: 121215434
Registered office address: Savanorių pr. 28, Vilnius, Republic of Lithuania
Telephone number: +370 5 262 15 11
Fax number: +370 5 231 38 60
Email address: [email protected]
Website address: www.teo.lt

5. Information about the Offeror

Name: TeliaSonera AB (publ)
Legal form: Aktiebolag (public limited liability company)
Company code: No 556103-4249
Registered office address: 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

6. The period of the execution of the tender offer (in days)

The execution period of the voluntary tender offer will last 23 (twenty three)
calendar days.

7. Minimum and maximum number of the Issuer's securities intended to be
purchased by type and class; the number of securities intended to be purchased,
the failure to deposit which by the Issuer's investors will result in the
failure of the tender offer

The maximum number of the Issuer's ordinary registered shares intended to be
purchased -281 470 107 (two hundred eighty one million four hundred seventy
thousand one hundred seven) ordinary registered shares with nominal value of
LTL 1 (one Litas) each (ISIN code LT0000123911).

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 tender offer will be completed if at least 1 (one) ordinary registered
share will be deposited for sale.

8. 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.

9. 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 Issue's securities will be purchased (the tender offer price). In case of a
voluntary tender offer, where the settlement is effected in securities the
price shall be also expressed in cash

The tender offer 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).

10. Circumstances which do not directly depend on the Offeror but which cause
the execution of the tender offer

Circumstances effecting the completion of the tender offer 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 tender offer is successful:

11.1. continuity of the Issuer's business activities

It is intended to continue current business activities of the Issuer.

The Issuer and its subsidiaries are the largest Lithuanian broadband Internet
access and voice telephony services operator providing integrated
telecommunications, IT and TV services to the resident and business customers.

According to the information published by the Issuer, in the nearest future the
Issuer will focus on development of the fiber-optic network and improvement of
the quality of services. It is planned to actively increase the number of
digital terrestrial television service users. Taking into account the impact of
the market and economic situation on the Issuer's revenue, and the fact that
the telecommunications sector becomes increasingly regulated, the Issuer is
planning to continue a complex reduction of its operating expenses. The Offeror
intends to follow the Issuer's plans.

According to the Issuer's Financial Statements, Consolidated Annual and
Independent Auditor's Reports for the Year Ended 31 December 2008, in 2009
capital investments oriented towards extension of the backbone network
capacities, rapid development of fibre-optic access network, improvement of
quality of services and further development of digital TV services should
amount up to LTL 112,000,000 (one hundred twelve million Litas). The Offeror
intends to follow the Issuer's plans related to investments above.

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 tender offer the Offeror together with its 100% controlled
subsidiary Amber Teleholding A/S (which currently is the majority shareholder
of the Issuer) will own more than 95% of all votes at the general meeting if
shareholders of the Issuer, the Offeror acting in concert with Amber
Teleholding A/S might consider a possibility of 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 Trade Unions, came
into effect. The latest amendments to the Collective Bargaining Agreement came
into force as of 1 June 2009. 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

The Issuer follows the recommendations of the Corporate Governance Code for the
Companies Listed on the NASDAQ OMX Vilnius Stock Exchange (the Corporate
Governance Code) adopted in August 2006 as explained in the Appendix to the
Issuer's Consolidated Annual Report “Disclosure of the Compliance with the
Governance Code for the Year Ended 31 December 2008”.

According to the Articles of Association of the Issuer the governing bodies of
the Issuer are the General Meeting of Shareholders, the Board and General
Manager. The Board of the Issuer consist of 7 (seven) members who are elected
for the period of 2 (two) years. The Board has the Audit Committee and the
Remuneration Committee. Following the Corporate Governance Code all members of
the Board are non-executive directors. Two members of the Board represent
minority shareholders.

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 and will place greater emphasis on accumulating reserves, including funds
for future business expansion.

11.6. dividend policy

The Issuer's dividend policy will be determined by the level of cash flow
available to shareholders. In this regard, the Offeror intends to (i)sustain
and expand the investment program of the Issuer, (ii) finance the Issuer's
investments from internal sources, and (iii) build reserves in the Issuer,
including for further business expansion.

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 the employment agreements 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 compensations or payouts 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 General Manager of the Issuer, which is approved
by the Board, upon fulfillment of certain conditions 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. 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.

13. Written agreements with other persons in concert voting 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.


14. The law applicable to the agreements to be concluded between the Offeror
and the owners of the securities of the Issuer in relation to the tender offer
and the competent courts

The agreements to be concluded between the Offeror and the shareholders of the
Issuer in relation to the tender offer will be governed by the laws of the
Republic of Lithuania. In case of dispute, competent courts will be courts of
Lithuania.

15. Information about currently pending law proceedings and arbitration
proceedings that have or may have a substantial effect on the Offer's
activities and financial status

On the day of signing this circular there are no currently pending legal
proceedings and arbitration proceedings that have or may have substantial
effect on the Offeror's activities and financial status.

16. Other data at the Offeror's discretion

16.1. Global Deposity Receipt programme

The Issuer maintains a Global Depository Receipt (GDR) programme in respect of
its shares, each GDR representing 10 (ten) ordinary registered shares. The
tender offer 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.

16.2. Deemed representation and warranty

By accepting the tender offer, each holder of shares in the Issuer shall be
deemed to represent and warrant that (i) it has not received this document or
any other document relating to the tender offer in the United States of
America, nor has it mailed, transmitted or otherwise distributed or forwarded
any such document in or into the United States of America; (ii) it has not
utilized, directly or indirectly, the mails, or any means or instrumentality of
interstate or foreign commerce, or the facilities of any national securities
exchange, of the United States of America in connection with the tender offer;
(iii) it is not and was not located in the United States of America at the time
it accepted the terms of the tender offer; and (iv) it is not United States
person.

If the person accepting the tender offer is acting in a fiduciary, agency or
other capacity as an intermediary, then by accepting the tender offer it shall
further be deemed to represent and warrant that either (a) it has full
investment discretion with respect to the shares covered by the acceptance or
(b) the person on whose behalf it is acting was located outside the United
States of America at the time he or she gave the instruction to accept the
tender offer.

16.3. Notifications by the Issuer

The Issuer will announce all information related to the tender offer following
the Resolution No 1K-17 on the Approval of the Rules on the Assurance of
Confidentiality and Disclosure of Inside Information adopted by the Lithuanian
Securities Commission on 17 July 2008 (with its latest amendments).

16.4. Instructions to the shareholders on procedure of acceptance of the tender
offer

Each shareholder wishing to accept the tender offer and sell the shares must
contact the broker directly or the relevant custodian of its securities account
where the shares of the Issuer belonging to such shareholder are held and
submit to the custodian a transaction instruction for the sale of shares in
accordance with the terms of the tender offer.


ENCL. Circular of the voluntary tender offer of TeliaSonera AB (publ) regarding
securities of TEO LT, AB approved by Lithuanian Securities Commission (16
pages)


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



1. 2009 09 11_registered circular.pdf
(https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=275789)

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