Cash Offer For Teleset Networks

 

TIDMTNW 
 
RNS Number : 6765M 
Teleset Networks PCL 
27 May 2010 
 

 
Press Announcement 
 
 
                              Teleset Networks PCL 
                          ("Teleset" or the "Company") 
 
                  Volga Telecom Cash Offer For Teleset Networks 
 
27 May 2010 -- The Board of Teleset announces that a cash offer has been made to 
the shareholders of Teleset by OJSC VolgaTelecom ("Volga Telecom") to acquire 
the entire issued share capital of Teleset (the "Offer"). 
 
Highlights 
 
Ø Offer has been received from Volga Telecom of USD 0.8473 (GBP 0.584) in cash 
for each Teleset Share, valuing the whole of the issued ordinary share capital 
of Teleset at approximately USD133.5 million (GBP 92.1 million) 
 
Ø The Offer has been made conditional upon it being accepted by the holders of 
at least 90% of the issued share capital of Teleset 
 
Ø As of today's date Volga Telecom has received acceptances of the Offer in 
respect of a total of 154,697,339 Teleset ordinary shares of EUR0.02 each 
("Teleset Shares"), representing approximately 98.19% of Teleset's issued 
ordinary share capital 
 
Ø Settlement is expected to be made for the 154,697,339 shares for which 
acceptances have been received on Thursday 3 June 2010, at which point Volga 
Telecom will take unconditional control of the Company 
 
Ø The Offer will remain open for four months from today, and will therefore 
close at 5p.m. (in Nicosia, Cyprus) on 27 September 2010 
 
Ø The directors of Teleset have given an undertaking to resign at the point 
Volga Telecom takes control of the Company, and Volga Telecom will appoint new 
directors to the Board 
 
Ø Volga Telecom has indicated that once it has taken control of the Company it 
will: 
-  seek to cancel the admission to AIM of Teleset's ordinary shares; and 
-  to the extent that less than 100% shareholders accept the Offer - to 
compulsorily acquire the remaining shares under the Cyprus Companies Law. 
 
The Teleset Shares will be acquired free from all liens, charges, encumbrances 
and other interests and together with all rights now and hereafter attaching 
thereto including the right to receive all dividends and other distributions 
hereafter declared, made or paid. 
 
The Offer is being effected by a share purchase agreement (an "SPA"), which will 
be sent to Teleset shareholders together with other documents as soon as 
practicable. 
 
Volga Telecom has received all necessary corporate approvals and Russian 
antimonopoly approval to make the Offer and to execute the transaction 
documentation with the Teleset shareholders. 
 
It is anticipated that Teleset's CEO, Yiannis Demetriou, will remain with 
Teleset for several months after the Offer in a consultancy capacity. 
 
The Offer will be open for acceptances for four months from the date of the 
Offer. 
 
To the extent that any of the shareholders who have not yet accepted the Offer 
have not done so by the date that the Offer closes, Volga Telecom intends to use 
section 201 of the Cyprus Companies Law Cap 113 (as amended) to compulsorily 
acquire the remaining Shares. 
 
5 per cent of the consideration due to each shareholder accepting the Offer will 
be withheld with Volga Telecom having recourse to such monies if various 
statements on the business of Teleset and its Russian subsidiaries are untrue, 
inaccurate or misleading. 
 
Those shareholders that hold depositary interests must convert those depositary 
interests into Teleset Shares, obtain the share certificates and become 
registered shareholders of Teleset holding legal and beneficial title to the 
relevant shares in order to accept the Offer. 
 
Volga Telecom is a company incorporated under the laws of the Russian 
Federation.  Volga Telecom was established in 2002 and is a leading 
telecommunications company in the Volga region of the Russian Federation and 
provides, either directly or through its subsidiary companies, a wide range of 
telephony, cellular, Internet and data transmission, TV and radio broadcasting 
services. Volga Telecom 's shares are traded on the RTS and MICEX, and the Volga 
Telecom 's Level 1 American Depositary Receipts are traded on the Frankfurt and 
Berlin Stock Exchanges and the USA OTC market. 
 
Cancellation of Teleset's AIM admission 
 
Once Volga Telecom has taken control of the company, it intends to procure that 
Teleset applies to the London Stock Exchange for the cancellation of the 
admission of Teleset's ordinary shares to trading on AIM. 
 
END 
 
CONTACTS 
 
 
 
+-----------------------------------------+--------------------+ 
| Teleset Networks PCL                    |    [phone] | 
+-----------------------------------------+--------------------+ 
| Yiannis Demetriou                       |                    | 
+-----------------------------------------+--------------------+ 
|                                         |                    | 
+-----------------------------------------+--------------------+ 
| Astaire Securities Plc - Nominated      |  [phone]  | 
| Adviser & Broker                        |                    | 
+-----------------------------------------+--------------------+ 
| Shane Gallwey                           |                    | 
+-----------------------------------------+--------------------+ 
|                                         |                    | 
+-----------------------------------------+--------------------+ 
| Bankside Consultants - Financial PR     |   [phone] | 
| adviser                                 |                    | 
+-----------------------------------------+--------------------+ 
| Simon Bloomfield or Andy Harris         |                    | 
+-----------------------------------------+--------------------+ 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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