Sale of shares in Telio Holding ASA by TeliaSonera Norge Holding AB
Oslo, 1 March 2013
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange notices published by Telio Holding ASA (“Telio”) on 20 December 2012 and 31 January 2013 regarding its purchase of NextGenTel AS (“NGT”) from TeliaSonera Norge Holding AB (“TS”). TS is a wholly-owned subsidiary of TeliaSonera AB. The transaction was completed on 31 January 2013 (“Closing Date”).
Telio’s purchase of NGT was partly financed by the issuance of 2,690,480 new Telio shares to TS. As an integral element of the overall transaction structure, TS has undertaken to offer 1,200,000 Telio shares to Eligible Shareholders at a price of NOK 25 per share (the “Secondary Sale”). “Eligible Shareholders” are shareholders in Telio as at the Closing Date, as registered in the shareholder registry in the Norwegian Central Securities Depositary on 5 February 2013, other than T.D. Veen AS, and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any filing, registration or similar action.
TS has today informed Telio that a national prospectus (registreringsprospekt), as defined in section 7-10 of the Norwegian Securities Trading Act, for the Secondary Sale has been registered with the Norwegian Register of Business Enterprises and made publicly available on www.arcticsec.no. The document is also being sent to Eligible Shareholders. Parts of the prospectus have been prepared by Telio.
As defined in the prospectus, the application period in the Secondary Sale is from 4 March 2013 at 9:00 CET to 18 March 2013 at 16:30 CET. Only Eligible Shareholders can apply for shares in the Secondary Sale.
For further information, please contact:
Head of M&A, TeliaSonera AB,
Phone: +46 8 50455111
Phone: +47 21 01 30 40
This stock exchange release contains certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty, as they reflect current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of factors could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
This stock exchange release is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
This stock exchange release does not constitute an offer for sale of securities in any jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.
This information is subject of the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.