Eesti Telekom Announces Results of Cash Offer
OREANDA-NEWS. October 20, 2009. At the request and on behalf of TeliaSonera AB, AS Eesti Telekom makes the following announcement:
On August 24, 2009 TeliaSonera AB (“TeliaSonera”) announced a cash offer for the shares of AS Eesti Telekom (“Eesti Telekom”). The acceptance period of the cash offer ended on October 9, 2009. TeliaSonera was offering EEK 93 for each share of Eesti Telekom.
In the course of the acceptance period the shareholders decided to sell to TeliaSonera a total of 50,495,710 shares, constituting 36.60 percent of all shares of Eesti Telekom and 93.79 percent of shares which were the subject of the offer. In addition, TeliaSonera acquired 5,000 shares of Eesti Telekom from the market, paying not more than EEK 93 for each share.
After the acquisition of shares sold to TeliaSonera in the cash offer, TeliaSonera will own a total of 51,678,650 shares of Eesti Telekom, constituting 37.46 percent of all shares of Eesti Telekom and votes represented by these shares. Baltic Tele AB, being the wholly-owned subsidiary of TeliaSonera, owns a total of 82,936,299 shares of Eesti Telekom, constituting 60.12 percent of all shares of Eesti Telekom and votes represented by these shares. Following the acquisition of shares in the cash offer, TeliaSonera will own, directly and indirectly, a total of 134,614,949 shares, constituting 97.58 percent of all shares of Eesti Telekom.
Settlement with the shareholders who accepted the offer and the transfer of shares to TeliaSonera will be executed on October 16, 2009.
Taking into consideration the results of the cash offer, TeliaSonera’s Group Management has decided to initiate actions for the squeeze-out of remaining minority
shareholders in accordance with Article 182-1 of the Securities Market Act of Estonia. The shareholders of Eesti Telekom will be informed about further actions in this process in accordance with applicable rules.
By virtue of Article 182-2 of the Securities Market Act, the cash offer remains open for acceptance to those minority shareholders who have not accepted the offer during the original acceptance period (sell-out right). Such shareholders have the right to accept the offer until (i) the date being three months from the date of this notice or (ii) the approval of the squeeze-out by the general meeting of shareholders of Eesti Telekom in accordance with Article 182-1 of the Securities Market Act, whichever occurs earlier.
Considering that TeliaSonera intends to request Eesti Telekom management board to convene a general meeting for the approval of the squeeze-out on November 20, 2009 the settlement with shareholders who have exercised their sell-out right will be executed on December 1, 2009.
Each shareholder wishing to exercise the sell-out right must contact the relevant custodian of its securities account who operates the ECRS securities account on which the shares of Eesti Telekom belonging to such shareholder are held and submit to the custodian a transaction instruction for the sale of shares containing at least the following information:
Security: Eesti Telekom share
ISIN code: EE3100007220
Price per share: EEK 93.00
Number of shares: (to be determined by the shareholder)
Counterparty: TeliaSonera AB
Counterparty’s custodian: AS SEB Pank
Counterparty’s securities account number: 99101513290
Value date: December 1, 2009
Type of transaction: sale
Type of settlement: against payment
All acceptances given in the course of exercising the sell-out right shall be subject to the same terms and conditions and restrictions as applied to the cash offer launched on September 9, 2009, as set out in the offer prospectus.
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