HELLENIC TELECOM. ORG.
Voluntary Tender Offer of "HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A." For the acquisition of shares of "COSMOTE - MOBILE TELECOMMUNICATIONS S.A."
Announcement of Results
According to Article 23 of Law 3461/2006 (the "Law"), the Greek society anonyme under the corporate name "HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A." (the "Offeror"), announces the following:
1. On 09.11.2007 the Offeror launched a tender offer (the "Tender Offer") to acquire all common registered shares (the "Shares") of the society anonyme under the name "COSMOTE - MOBILE TELECOMMUNICATIONS S.A.", (the "Company"), which were not owned at the time directly or indirectly by the Offeror, i.e.:
a) 107,695,259 Shares, representing a percentage of approximately 32.17% of the total paid up share capital and voting rights of the Company and
b) up to 1,165,070 Shares (the "New Shares"), which represented the maximum number of Shares which may be issued and listed in the Athens Stock Exchange (the "ATHEX") within the acceptance period of the Tender Offer (the "Acceptance Period"), as a result of the exercise of stock options by executives of the Company's group,(the "Tender Offer Shares").
The Hellenic Capital Market Commission (the "HCMC") approved the respective information circular (the "Information Circular") by virtue of its Board of Directors resolution of November 29, 2007.
2. The Information Circular was supplemented by the supplement dated December 27, 2007 (the "Supplement") which was approved by virtue of the Board Resolution of the HCMC of December 27, 2007. The preparation of the Supplement was necessary due to a change in the number of the Tender Offer Shares by reason of change of the maximum number of the New Shares, which was increased by 13,500 Shares, thus being 1,178,570 instead of 1,165,070 New Shares.
3. Following the above, the Tender Offer Shares included in total 107,695,259 Shares and 1,178,570 New Shares, provided that the latter would have been issued and listed in the ATHEX until the end of the acceptance period of the Tender Offer. Finally, until the end of the Acceptance Period 1,175,100 New Shares had been issued and listed in the ATHEX and, thus, the total number of the Tender Offer Shares was 108,870,359.
4. The Acceptance Period started on Tuesday December 4, 2007 and expired on Tuesday January 29, 2008.
5. The Tender Offer was completed with the submission of the notice of acceptance by 5,044 shareholders of the Company for 27,503,293 Shares representing a percentage of 8.187% of the total paid up share capital and voting rights of the Company.
6. The Offeror also acquired through the market 76,638,257 Shares from the date the Tender Offer was announced until the end of the acceptance period of the Tender Offer.
7. Following the above, the Offeror shall own, after the off-exchange transfer of the Shares which were tendered within the Acceptance Period, and including the Shares it acquired through the market until that date, 331,228,491 Shares representing a percentage of 98.592% of the total paid up share capital and voting rights of the Company.
8. Ιn accordance to article 27 of the Law 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, it has the right to require the transfer to it of all remaining Shares ("Squeeze-Out Right").
9. Upon completion of the off-exchange transfer of the Shares tendered to the Offeror, as per paragraph 7 above, the Offeror shall have exceeded the above 90% percentage and thus intends, within three months as of the end of the Acceptance Period to exercise the Squeeze-Out Right by filing a respective request with the HCMC.
10. The consideration to be paid to the remaining shareholders of the Company shall be the same as the offer price of the Tender Offer, i.e. euro 26.25 per Share.
11. It is noted that in accordance with article 28 of the Law, the remaining shareholders of the Company have the right to sell in the market to the Offeror their Shares for a consideration of euro 26.25 per Share within a period of three months as of this announcement ("Sell-Out Right").
12. Furthermore, after the completion of exercise of the Squeeze-Out Rights and of the Sell-Out Rights, the Offeror intends to proceed with delisting the Shares from the ATHEX, as well as any GDRs from the LSE.
According to Article 23 of Law 3461/2006 (the "Law"), the Greek society anonyme under the corporate name "HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A." (the "Offeror"), announces the following:
1. On 09.11.2007 the Offeror launched a tender offer (the "Tender Offer") to acquire all common registered shares (the "Shares") of the society anonyme under the name "COSMOTE - MOBILE TELECOMMUNICATIONS S.A.", (the "Company"), which were not owned at the time directly or indirectly by the Offeror, i.e.:
a) 107,695,259 Shares, representing a percentage of approximately 32.17% of the total paid up share capital and voting rights of the Company and
b) up to 1,165,070 Shares (the "New Shares"), which represented the maximum number of Shares which may be issued and listed in the Athens Stock Exchange (the "ATHEX") within the acceptance period of the Tender Offer (the "Acceptance Period"), as a result of the exercise of stock options by executives of the Company's group,(the "Tender Offer Shares").
The Hellenic Capital Market Commission (the "HCMC") approved the respective information circular (the "Information Circular") by virtue of its Board of Directors resolution of November 29, 2007.
2. The Information Circular was supplemented by the supplement dated December 27, 2007 (the "Supplement") which was approved by virtue of the Board Resolution of the HCMC of December 27, 2007. The preparation of the Supplement was necessary due to a change in the number of the Tender Offer Shares by reason of change of the maximum number of the New Shares, which was increased by 13,500 Shares, thus being 1,178,570 instead of 1,165,070 New Shares.
3. Following the above, the Tender Offer Shares included in total 107,695,259 Shares and 1,178,570 New Shares, provided that the latter would have been issued and listed in the ATHEX until the end of the acceptance period of the Tender Offer. Finally, until the end of the Acceptance Period 1,175,100 New Shares had been issued and listed in the ATHEX and, thus, the total number of the Tender Offer Shares was 108,870,359.
4. The Acceptance Period started on Tuesday December 4, 2007 and expired on Tuesday January 29, 2008.
5. The Tender Offer was completed with the submission of the notice of acceptance by 5,044 shareholders of the Company for 27,503,293 Shares representing a percentage of 8.187% of the total paid up share capital and voting rights of the Company.
6. The Offeror also acquired through the market 76,638,257 Shares from the date the Tender Offer was announced until the end of the acceptance period of the Tender Offer.
7. Following the above, the Offeror shall own, after the off-exchange transfer of the Shares which were tendered within the Acceptance Period, and including the Shares it acquired through the market until that date, 331,228,491 Shares representing a percentage of 98.592% of the total paid up share capital and voting rights of the Company.
8. Ιn accordance to article 27 of the Law 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, it has the right to require the transfer to it of all remaining Shares ("Squeeze-Out Right").
9. Upon completion of the off-exchange transfer of the Shares tendered to the Offeror, as per paragraph 7 above, the Offeror shall have exceeded the above 90% percentage and thus intends, within three months as of the end of the Acceptance Period to exercise the Squeeze-Out Right by filing a respective request with the HCMC.
10. The consideration to be paid to the remaining shareholders of the Company shall be the same as the offer price of the Tender Offer, i.e. euro 26.25 per Share.
11. It is noted that in accordance with article 28 of the Law, the remaining shareholders of the Company have the right to sell in the market to the Offeror their Shares for a consideration of euro 26.25 per Share within a period of three months as of this announcement ("Sell-Out Right").
12. Furthermore, after the completion of exercise of the Squeeze-Out Rights and of the Sell-Out Rights, the Offeror intends to proceed with delisting the Shares from the ATHEX, as well as any GDRs from the LSE.