Change of Control

 

TIDMTNW 
 
RNS Number : 0723N 
Teleset Networks PCL 
04 June 2010 
 

 
Press Announcement 
                              Teleset Networks PCL 
                          ("Teleset" or the "Company") 
 
                 VolgaTelecom takes control of Teleset Networks 
 
FRIDAY, 4 June 2010 -- Teleset Networks was advised that OJSC VolgaTelecom 
("VolgaTelecom") has completed the acquisition of 154,697,339 ordinary shares of 
EUR0.02 ("Ordinary Shares"), pursuant to its offer for the entire issued share 
capital of Teleset Networks as announced on 27 May 2010. 
 
VolgaTelecom now owns 154,697,339 Ordinary Shares, representing 98.19% of the 
share capital. 
 
VolgaTelecom made an offer on 27 May 2010 of USD 0.8473 (GBP 0.585) in cash for 
each Teleset Share (the "Offer"), valuing the whole of the issued ordinary share 
capital of Teleset at approximately USD 133.5 million (GBP 92.2 million). 
 
The Offer is now wholly unconditional and will remain open until 5p.m. (in 
Nicosia, Cyprus) on 27 September 2010.  To the extent that less than 100% 
shareholders accept the Offer, VolgaTelecom intends to compulsorily acquire the 
remaining shares under the Cyprus Companies Law. 
 
For further information on how to accept the Offer, please visit 
www.telesetnetworks.com or contact Constantinos Tsaggaris, Company Secretary on 
[phone]. 
 
Changes to the Board 
 
It was also announced on 27 May 2010 that the directors of Teleset Networks gave 
an undertaking to resign once VolgaTelecom had taken control of the Company. 
The directors have therefore now stepped down from the Board, although two of 
the executive directors, Roman Shaikhutdinov and Lidana Bondar,will remain with 
the business and report into the Board. 
 
VolgaTelecom has appointed new directors to the Board of Teleset Networks as 
follows: 
 
Alexander Kolesnikov (aged 30), Executive Chairman 
 
Mr Kolesnikov is Head of Asset Management at OJSC Svyazinvest. He has a Masters 
in Management from the International business and business administration 
faculty of the Moscow State Institute of International Relations (MGIMO). 
 
Svyazinvest is the majority shareholder in VolgaTelecom and the Svyazinvest 
Group has a network covering nearly the whole of Russia, making up over 90% of 
Russia's total capacity. The holding company`s subsidiaries operate public 
telephone networks which installed capacity is over 33 million telephone lines. 
 
Mr Kolesnikov is also a director of the following companies: 
 
Closed Joint Stock Company "Baykalwestcom" 
Joint-Stock Company "Centel" 
Volgograd-GSM Closed Joint-Stock Company 
 
 
Maria Pilikou (aged 25), Non-Executive Director 
 
Ms. Pilikou is a lawyer at Dr. K. Chrysostomides & Co, one of the largest 
advocates and legal consultancy firms in Cyprus.  Ms Pilikou joined the 
Litigation Department of Dr K Chysostomides & Co LLC in September 2009, having 
completed her training for the Cyprus Bar Association at Dr. K. Chrysostomides & 
Co LLC . Prior to joining Dr K Chysostomides & Co LLC, Ms Pilikou completed 
internships at Nadine Wong & Co Solicitors, UK and the International Labour 
Organisation, Geneva, Switzerland. 
 
Panagiota Ziourti (aged 26), Non-Executive Director 
 
Ms. Ziourti is a lawyer at Dr. K. Chrysostomides & Co, one of the largest 
advocates and legal consultancy firms in Cyprus. After studying law at the 
University of Warwick she spent a year at the London School of Economics 
studying Commercial and Corporate law.  She joined Pamboridis LLC in 2008 before 
moving to Dr. K. Chrystostomides & Co LLC in 2010. 
 
The contents of this announcement include the full disclosures required under 
Schedule 2 (g) of the AIM Rules for Companies. 
 
 
Cancellation of Teleset's AIM admission 
 
It was announced on 27 May 2010 that VolgaTelecom intended 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. 
 
A request for cancellation has been submitted to AIM and cancellation is 
expected to take place on 2 July 2010.  AIM Regulation have agreed to waive the 
requirement for a shareholders meeting to vote on the cancellation of trading of 
Teleset's shares on AIM due to the fact that VolgaTelecom control 98.19% of the 
Ordinary Shares. 
 
Following cancellation of listing, holders of the remaining 1.81% of the 
Ordinary Shares of Teleset Networks have the right to accept the Offer on the 
same terms until 27 September 2010. If upon the expiry of this period the Offer 
is accepted by less than 100% of the Company's shareholders, VolgaTelecom 
intends to compulsorily acquire the remaining shares under the Cyprus Companies 
Law. 
 
 
 
CONTACTS 
 
 
+-----------------------------------------+--------------------+ 
| Teleset Networks PCL                    |    [phone] | 
+-----------------------------------------+--------------------+ 
| Constantinos Tsaggaris, Company         |                    | 
| Secretary                               |                    | 
+-----------------------------------------+--------------------+ 
|                                         |                    | 
+-----------------------------------------+--------------------+ 
| 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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