Completion of acquisition and share capital increases
Completion of acquisition
Reference is made to the stock exchange notice published by Telio Holding ASA (“Telio”) on 20 December 2012 regarding the acquisition of NextGenTel AS (“NGT”) from TeliaSonera Norge Holding AB (“TS”) for a total consideration of NOK 601 million (the “Acquisition”). The Acquisition has today been successfully completed.
Share capital increases
As partial consideration in the Acquisition, the board of directors of Telio has resolved a share capital increase by issue of 2,690,480 new shares (the “Consideration Shares”) to TS at a subscription price of NOK 26.01766 per share, against shares in NGT as contribution in kind. The Consideration Shares have been subscribed by TS.
Furthermore, the board of directors has resolved a share capital increase by issue of 1,200,000 new shares to T. D. Veen AS at a subscription price of NOK 25 per share, against set-off of a NOK 30 million loan provided by T. D. Veen AS to Telio for partial financing of the cash consideration in the Acquisition. The new shares have been subscribed by T. D. Veen AS.
Both share capital increases have been resolved pursuant to the authorization granted by the general meeting of Telio on 12 April 2012. Following registration of the share capital increases with the Norwegian Register of Business Enterprises (Foretaksregisteret), the share capital of Telio will be NOK 2,328,318 divided into 23,283,180 shares, each with a nominal value of NOK 0.10. Telio holds 267,001 own shares and the number of shares outstanding will consequently be 23,016,179.
The Consideration Shares are expected to be listed on Oslo Børs following publication of the Information Memorandum (as defined below), as a prospectus equivalent document, in reliance on section 7-5 no 7 of the Norwegian Securities Trading Act (the “STA”). The shares to be issued to T. D. Veen AS are expected to be listed immediately after issuance in reliance on section 7-5 no 1 of the STA.
Senior facilities agreement
In connection with the financing of the Acquisition, Telio has entered into a NOK 500 million secured senior facilities agreement with Nordea Bank Norge ASA as lender, consisting of a NOK 200 million term loan and a NOK 300 million bridge loan.
Telio will publish an information memorandum with respect to the Acquisition in accordance with section 3.5 of Oslo Børs’ continuing obligations of stock exchange listed companies (the “Information Memorandum”). Oslo Børs has, subject to certain conditions, approved that Telio delays the publication of the Information Memorandum until at the latest 20 February 2013.
Secondary Sale – ex date
TS has undertaken to offer 1,200,000 Consideration Shares to shareholders in Telio as at 31 January 2013 (as registered in the shareholder registry on 5 February 2013), other than T.D. Veen AS, at a price of NOK 25 per share (the “Secondary Sale”). The Secondary Sale is expected to be carried out early March 2013.
The shares of Telio will trade exclusive of the right to purchase shares in the Secondary Sale from and including tomorrow 1 February 2013.
A national prospectus (registreringsprospekt), as defined in section 7-10 of the STA, will be published in connection with the Secondary Sale. The Secondary Sale will not be directed to shareholders who are resident in jurisdictions where such offering would be unlawful or (in jurisdictions other than Norway) require any prospectus filing, registration or similar action.
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, Canada, Australia, 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.