HELLENIC TELECOM. ORG.
Announcement for the submission of a voluntary tender offer to acquire all common shares of COSMOTE - MOBILE TELECOMMUNICATIONS S.A
1. The Greek sociaty anonyme under the corporate name "HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A." with Corporate Registration Number 347/06/Β/86/086 and registered seat at the Municipality of Maroussi having its registered office at 99, Kifissias Avenue (the "Offeror"), announces the submission of a voluntary tender offer (the "Tender Offer") to acquire all common shares of the sociaty anonyme under the name "COSMOTE - MOBILE TELECOMMUNICATIONS S.A.", with Corporate Registration Number 36.581/06/Β/96/102 and registered seat in Maroussi of Attica (99, Kifissias Avenue), (the "Target Company"), in accordance with the provisions of Law 3461/2006 (the "Law").
2. Merrill Lynch International, which is incorporated and operating under English Law (corporate registration number 2312079) and has its registered office at 2, King Edward Street, London EC1A1HQ London, United Kingdom, is acting as the Offeror's advisor (in accordance with article 12 of L. 3461/2006) (the "Advisor"). The Advisor is an investment services firm regulated by the Financial Services Authority in the United Kingdom and may provide in Greece the investment services set forth in article 2, para. 1(d) of Law 2396/1996.
3. As at the date of this announcement, the Target Company's share capital amounts to euro 157,347,634.00 divided into 334,782,200 common registered shares, with nominal value of euro 0.47 each (the "Shares"). The Target Company's share capital is fully paid-up and the Shares are listed on the Securities Market of the Athens Exchange (the "ATHEX") and currently traded on the Big Capitalisation category thereof. The Shares are also listed and traded on the London Stock Exchange ("LSE") in the form of Global Depositary Receipts ("GDRs").
4. As at the date of this announcement, the Offeror holds directly 225,310,294 and indirectly 1,776,647 Shares, namely in aggregate 227,086,941 Shares, which represent approximately 67.83% of the Target Company's total paid up share capital and voting rights.
5. As at the date of this announcement, the Tender Offer is for 107,695,259 Shares, representing approximately 32.17% of the aggregate paid up share capital and the voting rights of the Target Company (the "Tender Offer Shares").
6. The consideration that the Offeror offers per Tender Offer Share which will be validly tendered during the acceptance period of the Tender Offer (the "Acceptance Period"), is euro 26.25 in cash (the "Offer Price"). The Offer Price is higher by:
12.5% from the average stock market price of the last quarter,
13.8% from the average stock market price of the last semester,
14.4% from the average stock market price of the last nine-month period,
15.2% from the average stock market price of the last year.
The Offeror will also assume the 0.08% clearance duties in favor of the Hellenic Exchanges S.A., Holding, Clearing, Settlement and Registry ("HELEX"), which would otherwise be payable by the Target Company's shareholders who validly accept the Tender Offer (the "Accepting Shareholders") in connection with the registration of the off-exchange transfer of the tendered Shares to the Offeror, pursuant to Article 41 of the Dematerialized Securities Stock Exchange Transactions Clearing and Settlement Regulation and Article 7, paragraph 3 of the decision 153/18.12.2006 of the Board of Directors of HELEX. Therefore, Accepting Shareholders will receive the Offer Price free from such duties.
Merrill Lynch International Bank Limited London Branch has certified that the Offeror has the necessary wherewithal to pay the Offer Price and the above duties. However, Merrill Lynch International Bank Limited London Branch provides no guarantee, within the meaning of article 847 of the Greek Civil Code, for the performance of the payment and other obligations undertaken by the Offeror under the Tender Offer.
7. If, following the end of the acceptance period of the Tender Offer (the "Acceptance Period"), the Offeror holds, directly and indirectly, less than 90% of the total voting rights in the Target Company, the Offeror intends to merge with the Target Company by absorbing the latter.
8. If, after the end of the Acceptance Period, the Offeror holds, directly and indirectly, Shares that represent at least 90% of the total voting rights of the Target Company: the Offeror:
(a) will exercise the right to require the transfer to it of all remaining Shares at a price per Share equal to the Offer Price, in accordance to article 27 of the Law (Squeeze Out Right), and
(b) has the obligation to acquire through transactions on the ATHEX all the Shares which will be offered to it within a period of three (3) months from the publication of the results of the Tender Offer, against payment in cash of the Offer Price, in accordance with article 28 of the Law (Sell-out Right). Subsequently, the Offeror intends to convene a general meeting of the Target Company's shareholders with the item of the agenda being the delisting of the Shares from ATHEX. Similarly, the Offeror shall seek the delisting of the GDRs from the LSE.
9. As of the date of this announcement and until the last day of the Acceptance Period, the Offeror intends to acquire itself Shares through the market or otherwise at a price per Share not exceeding the Offer Price. Such purchases, which will be made outside the United States of America, will be notified to the CMC and published in the Daily Official List of ATHEX within three trading days from the relevant trades, in accordance with article 24, para. 2 of the Law, in conjunction with Law 3556/2007. Moreover, the Advisor, which does not "act in concert" (as defined in Article 2
(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Shares from the date of this announcement until the end of the Acceptance Period. The Advisor may, however, purchase or sell Shares as a direct or indirect result of normal course of conduct third party client facilitation activities, from the date of this announcement until the end of the Acceptance Period. The Advisor has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares so purchased or in connection with the exercise of the voting rights attached thereto. 10. As required by the Law, the Offeror has commenced the process of the Tender Offer by informing the Hellenic Capital Market Commission and the Board of Directors of the Target Company and submitting to them a draft of the Information Circular, in accordance to article 10, par. 1 of the Law. 11. The Tender Offer is subject to the approval of the Information Circular from the Hellenic Capital Market Commission (which will include all the terms of the Tender Offer) and the Tender Offer's completion is not subject to any conditions, in accordance with article 22 of the Law.
Important Notice
1. The Tender Offer is only being addressed to the persons to whom it may lawfully be addressed. Accordingly, the Tender Offer is not addressed and no copy of the current announcement, including any kind of relevant documents or materials, is allowed to be posted, forwarded, distributed or sent from anyone (including nominees, custodians or trustees) within, from or towards any country, excluding Greece, where the submission or the acceptance of the Tender Offer or the distribution of information about the Tender Offer is prohibited or is subject to restrictions (each such country an "Excluded Territory") nor towards citizens of the Excluded Territories, nor towards any person which is subject to the laws or jurisdiction of an Excluded Territory.
2. The Tender Offer does not take place nor will take place, directly or indirectly, within or towards, by post or by any other mean or way (including facsimile, email, phone and the internet) of the interstate or foreign trade or through national, state or other exchanges of all Excluded Territories, and the Tender Offer may not be validly accepted through the aforementioned means or ways or through any other way or mean from or within all Excluded Territories. Accordingly, copies of the current announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from any Excluded Territory and any person that might receive that kind of documents or materials (including nominees, custodians or trustees) is obliged not to forward, distribute, send or post towards, within or from any Excluded Territory and not to use any of the aforementioned means or ways in connection to the Tender Offer.
3. The Tender Offer is not addressed to any Shareholder who is subject to the laws or jurisdiction of any Excluded Territory. Through the acceptance of the Tended Offer any Accepting Shareholder declares and warrants that he is not subject to, for any reason, to the laws or jurisdiction of any Excluded Territory.
2. Merrill Lynch International, which is incorporated and operating under English Law (corporate registration number 2312079) and has its registered office at 2, King Edward Street, London EC1A1HQ London, United Kingdom, is acting as the Offeror's advisor (in accordance with article 12 of L. 3461/2006) (the "Advisor"). The Advisor is an investment services firm regulated by the Financial Services Authority in the United Kingdom and may provide in Greece the investment services set forth in article 2, para. 1(d) of Law 2396/1996.
3. As at the date of this announcement, the Target Company's share capital amounts to euro 157,347,634.00 divided into 334,782,200 common registered shares, with nominal value of euro 0.47 each (the "Shares"). The Target Company's share capital is fully paid-up and the Shares are listed on the Securities Market of the Athens Exchange (the "ATHEX") and currently traded on the Big Capitalisation category thereof. The Shares are also listed and traded on the London Stock Exchange ("LSE") in the form of Global Depositary Receipts ("GDRs").
4. As at the date of this announcement, the Offeror holds directly 225,310,294 and indirectly 1,776,647 Shares, namely in aggregate 227,086,941 Shares, which represent approximately 67.83% of the Target Company's total paid up share capital and voting rights.
5. As at the date of this announcement, the Tender Offer is for 107,695,259 Shares, representing approximately 32.17% of the aggregate paid up share capital and the voting rights of the Target Company (the "Tender Offer Shares").
6. The consideration that the Offeror offers per Tender Offer Share which will be validly tendered during the acceptance period of the Tender Offer (the "Acceptance Period"), is euro 26.25 in cash (the "Offer Price"). The Offer Price is higher by:
12.5% from the average stock market price of the last quarter,
13.8% from the average stock market price of the last semester,
14.4% from the average stock market price of the last nine-month period,
15.2% from the average stock market price of the last year.
The Offeror will also assume the 0.08% clearance duties in favor of the Hellenic Exchanges S.A., Holding, Clearing, Settlement and Registry ("HELEX"), which would otherwise be payable by the Target Company's shareholders who validly accept the Tender Offer (the "Accepting Shareholders") in connection with the registration of the off-exchange transfer of the tendered Shares to the Offeror, pursuant to Article 41 of the Dematerialized Securities Stock Exchange Transactions Clearing and Settlement Regulation and Article 7, paragraph 3 of the decision 153/18.12.2006 of the Board of Directors of HELEX. Therefore, Accepting Shareholders will receive the Offer Price free from such duties.
Merrill Lynch International Bank Limited London Branch has certified that the Offeror has the necessary wherewithal to pay the Offer Price and the above duties. However, Merrill Lynch International Bank Limited London Branch provides no guarantee, within the meaning of article 847 of the Greek Civil Code, for the performance of the payment and other obligations undertaken by the Offeror under the Tender Offer.
7. If, following the end of the acceptance period of the Tender Offer (the "Acceptance Period"), the Offeror holds, directly and indirectly, less than 90% of the total voting rights in the Target Company, the Offeror intends to merge with the Target Company by absorbing the latter.
8. If, after the end of the Acceptance Period, the Offeror holds, directly and indirectly, Shares that represent at least 90% of the total voting rights of the Target Company: the Offeror:
(a) will exercise the right to require the transfer to it of all remaining Shares at a price per Share equal to the Offer Price, in accordance to article 27 of the Law (Squeeze Out Right), and
(b) has the obligation to acquire through transactions on the ATHEX all the Shares which will be offered to it within a period of three (3) months from the publication of the results of the Tender Offer, against payment in cash of the Offer Price, in accordance with article 28 of the Law (Sell-out Right). Subsequently, the Offeror intends to convene a general meeting of the Target Company's shareholders with the item of the agenda being the delisting of the Shares from ATHEX. Similarly, the Offeror shall seek the delisting of the GDRs from the LSE.
9. As of the date of this announcement and until the last day of the Acceptance Period, the Offeror intends to acquire itself Shares through the market or otherwise at a price per Share not exceeding the Offer Price. Such purchases, which will be made outside the United States of America, will be notified to the CMC and published in the Daily Official List of ATHEX within three trading days from the relevant trades, in accordance with article 24, para. 2 of the Law, in conjunction with Law 3556/2007. Moreover, the Advisor, which does not "act in concert" (as defined in Article 2
(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Shares from the date of this announcement until the end of the Acceptance Period. The Advisor may, however, purchase or sell Shares as a direct or indirect result of normal course of conduct third party client facilitation activities, from the date of this announcement until the end of the Acceptance Period. The Advisor has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares so purchased or in connection with the exercise of the voting rights attached thereto. 10. As required by the Law, the Offeror has commenced the process of the Tender Offer by informing the Hellenic Capital Market Commission and the Board of Directors of the Target Company and submitting to them a draft of the Information Circular, in accordance to article 10, par. 1 of the Law. 11. The Tender Offer is subject to the approval of the Information Circular from the Hellenic Capital Market Commission (which will include all the terms of the Tender Offer) and the Tender Offer's completion is not subject to any conditions, in accordance with article 22 of the Law.
Important Notice
1. The Tender Offer is only being addressed to the persons to whom it may lawfully be addressed. Accordingly, the Tender Offer is not addressed and no copy of the current announcement, including any kind of relevant documents or materials, is allowed to be posted, forwarded, distributed or sent from anyone (including nominees, custodians or trustees) within, from or towards any country, excluding Greece, where the submission or the acceptance of the Tender Offer or the distribution of information about the Tender Offer is prohibited or is subject to restrictions (each such country an "Excluded Territory") nor towards citizens of the Excluded Territories, nor towards any person which is subject to the laws or jurisdiction of an Excluded Territory.
2. The Tender Offer does not take place nor will take place, directly or indirectly, within or towards, by post or by any other mean or way (including facsimile, email, phone and the internet) of the interstate or foreign trade or through national, state or other exchanges of all Excluded Territories, and the Tender Offer may not be validly accepted through the aforementioned means or ways or through any other way or mean from or within all Excluded Territories. Accordingly, copies of the current announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from any Excluded Territory and any person that might receive that kind of documents or materials (including nominees, custodians or trustees) is obliged not to forward, distribute, send or post towards, within or from any Excluded Territory and not to use any of the aforementioned means or ways in connection to the Tender Offer.
3. The Tender Offer is not addressed to any Shareholder who is subject to the laws or jurisdiction of any Excluded Territory. Through the acceptance of the Tended Offer any Accepting Shareholder declares and warrants that he is not subject to, for any reason, to the laws or jurisdiction of any Excluded Territory.