OREANDA-NEWS. November 06, 2009. At the request and on behalf of TeliaSonera AB (publ), AS Eesti Telekom makes the following announcement:

On October 13, 2009 AS Eesti Telekom (“Eesti Telekom”) announced the results of the cash offer launched by TeliaSonera AB (publ) (“TeliaSonera”) for the shares of Eesti Telekom on September 9, 2009 (“Offer”). The announcement specified, among others, the procedure for exercising the sell-out right available to the minority shareholders of Eesti Telekom by virtue of § 182-2 of the Securities Market Act.

According to § 182-2 of the Securities Market Act, the Offer is 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 announcement of the results of the Offer (October 13, 2009) or (ii) the approval of the takeover by TeliaSonera of the shares of Eesti Telekom held by the remaining minority shareholders (“Squeeze-out”) by the general meeting of shareholders of Eesti Telekom in accordance with § 182-1 of the Securities Market Act, whichever occurs earlier. 

On October 19, 2009 Eesti Telekom convened an extraordinary general meeting of shareholders for November 20, 2009 with the purpose, among others, to decide on the approval of the Squeeze-out.

On November 3, 2009 Eesti Telekom announced that the extraordinary general meeting originally convened for November 20, 2009 will be postponed and held on December 4, 2009.

Considering that the extraordinary general meeting has been postponed, it is necessary to specify the procedure and settlement dates relating to the exercise of the Sell-out right as follows:

1) The settlement (transfer of shares and payment of Offer price) with those minority shareholders who have exercised or will exercise their Sell-out right before such deadline specified by the custodians that will enable custodians to register the instructions in the Estonian Central Register of Securities by 17:00 (Estonian time) on November 27, 2009 will be executed on December 1, 2009. Such shareholders must specify December 1, 2009 as the value date in their transaction instructions (see below).

2) The settlement with those minority shareholders who will exercise their Sell-out right after the deadline specified above, but before the stock exchange announcement on the approval of the Squeeze-out by general meeting of shareholders of Eesti Telekom, will be executed on December 11, 2009. Such shareholders must specify December 11, 2009 as the value date in their transaction instructions (see below).

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 shareholder)

Counterparty: TeliaSonera AB

Counterparty's custodian: AS SEB Pank

Counterparty's securities account number:  99101513290

Value date:  (see above)

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 Offer launched on September 9, 2009, as set out in the Offer prospectus.