Published: 2012-05-08 07:00:04 CEST
Telia Lietuva, AB
Notification on material event

Announcement on the intention of TeliaSonera AB (publ) to launch the voluntary takeover bid

On 7 May 2012 TEO LT, AB (hereinafter “the Company”) received announcement on the intention of TeliaSonera AB (publ) to launch the voluntary takeover bid: 

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

ANNOUNCEMENT ON THE INTENTION OF TELIASONERA AB (PUBL) TO LAUNCH THE VOLUNTARY TAKEOVER BID

TeliaSonera AB (publ) (public limited liability company, company code No 556103-4249, registered office at SE-106 63 Stockholm, Sweden) (hereinafter “the Offeror”) following the decision adopted on 7 May 2012 by the Chief Executive Officer of the Offeror acting under mandate given by the Board of the Offeror decided to announce a voluntary takeover bid to acquire 185,183,636 ordinary registered shares of TEO LT, AB (public limited liability company, company code 121215434, VAT payer code LT212154314, registered office at Lvovo g. 25, Vilnius, Republic of Lithuania, the data is kept at the Register of Legal Entities of the Republic of Lithuania) (hereinafter “the Issuer”) constituting 23.84% of votes at the General Meeting of Shareholders of the Issuer.

The voluntary takeover bid follows the agreement conducted on 7 May 2012 between the Offeror and (i) the funds managed by East Capital Asset Management AB; (ii) the funds managed by East Capital AB and (iii) Coneglen Limited (hereinafter “the Sellers”), where the Offeror agreed to acquire in total 61,129,044 ordinary registered shares of the Issuer from the Sellers for a price of EUR 0.637 (equivalent in LTL 2.20) per 1 ordinary registered share of the Issuer with a nominal value of LTL 1 each (ISIN code LT0000123911). The payment for the Issuer’s shares and the transfer of title to the Issuer’s shares is scheduled to take place on 10 May 2012.

The takeover bid price shall be EUR 0.637 (equivalent in LTL 2.20) per 1 ordinary registered share of the Issuer with a nominal value of LTL 1 each (ISIN code LT0000123911).

On the date of this announcement the Offeror owns 530,504,838 ordinary registered shares in the Issuer which represent 68.29% of all votes granted by the shares at the General Meeting of Shareholders of the Issuer.

The intended method for settlement for the ordinary registered shares of the Issuer to be acquired will be monetary payment.

Minimum number of the Issuer’s shares intended for purchase will be 1 ordinary registered share.

The takeover bid 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.

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 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of this announcement 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. 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 will not be accepted. No indications of interest in the takeover bid 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 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.

The takeover bid 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 takeover bid 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.

 

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