Ote Ads Regulatory News (OTES)

3 Dec 2007 12:13

Hellenic Telecomms Organization S A03 December 2007 ANNOUNCEMENT APPROVAL OF THE TENDER OFFER INFORMATION CIRCULAR - DESIGNATION OF ACCEPTANCE PERIOD GENERAL 1. On 29 November, 2007, the Board of Directors of the Hellenic Capital MarketCommission (the "CMC") approved the information circular (the "InformationCircular") of the Greek societe anonyme under the corporate name "HELLENICTELECOMMUNICATIONS ORGANIZATION S.A." (the "Offeror"), relating to the voluntarytender offer that the Offeror has submitted on 9 November 2007 (the "TenderOffer" and the "Date of the Tender Offer", respectively), in accordance with theprovisions of Law 3461/2006 (the "Law"), to acquire all common registered sharesof the societe anonyme under the name "COSMOTE - MOBILE TELECOMMUNICATIONSS.A.", (the "Company"), each having a nominal value of €0.47 (the "Shares"). TheShares are listed and traded on the "Big Capitalisation Category" of the"Securities Market" of the Athens Exchange (the "ATHEX") and are also listed andtraded on the London Stock Exchange ("LSE") in the form of Global DepositaryReceipts ("GDRs"). 2. As at the Date of the Tender Offer, the Offeror held directly 225,310,294 andindirectly (through a custodian) 1,776,647 Shares, namely in aggregate227,086,941 Shares, representing approximately 67.83% of the Company's sharecapital and voting rights. Therefore, as at the Date of the Tender Offer, theShares to which the Tender Offer related (the "Tender Offer Shares") amounted to107,695,259 Shares, representing approximately 32.17% of the Company's sharecapital and voting rights, plus up to 1,165,070 new Shares, which correspond toan equal number of stock options to acquire shares in the Company, to the extentthat such new Shares are issued and admitted to trading on the ATHEX until theend of the Acceptance Period (as defined below). 3. It is noted that, from the Date of the Tender Offer until 30 November 2007,the Offeror acquired in aggregate 73,983,976 Shares, representing approximately22.10% of the Company's share capital and voting rights. Consequently, as at 30November 2007, the Offeror held directly 299,294,270 Shares and indirectly(through a custodian) 1,776,647 Shares, namely in aggregate 301,070,917 Shares,representing approximately 89.93% of the Company's share capital and votingrights. 4. The consideration that the Offeror offers per Tender Offer Share which willbe validly tendered is €26.25 in cash (the "Offer Price"). As at the Date of theTender Offer, the Offer Price was 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 HellenicExchanges S.A., Holding, Clearing, Settlement and Registry ("HELEX"), whichwould otherwise be payable by the Company's shareholders who validly accept theTender Offer (the "Accepting Shareholders") in connection with the registrationof the off-exchange transfer of the tendered Shares to the Offeror, pursuant toArticle 41 of the Dematerialized Securities Stock Exchange Transactions Clearingand Settlement Regulation and Article 7, paragraph 3 of the decision 153/18.12.2006 of the Board of Directors of HELEX. Therefore, Accepting Shareholderswill receive the Offer Price free from such duties. 5. Merrill Lynch International Bank Limited, London Branch has certified thatthe Offeror has the necessary wherewithal to pay the Offer Price and the aboveduties. However, Merrill Lynch International Bank Limited, London Branchprovides no guarantee, within the meaning of article 847 of the Greek CivilCode, for the performance of the payment and other obligations undertaken by theOfferor under the Tender Offer. 6. If, following the end of the Acceptance Period, the Offeror holds, directlyand indirectly, Shares representing: (a) less than 90% of the total voting rights in the Company, the Offeror intendsto absorb the Company. (b) at least 90% of the total voting rights of the Company, the Offeror (i) willexercise the right to require the transfer to it of all remaining Shares at aprice per Share equal to the Offer Price, in accordance to article 27 of the Law("Squeeze Out Right"), and (ii) has the obligation to acquire throughtransactions on the ATHEX all the Shares which will be offered to it within aperiod of three (3) months from the publication of the results of the TenderOffer, against payment in cash of the Offer Price, in accordance with article 28of the Law ("Sell-out Right). Subsequently, the Offeror will convene a general meeting of the Company'sshareholders with the item of the agenda being the delisting of the Shares fromthe ATHEX. Similarly, the Offeror shall seek the delisting of the GDRs from theLSE. Finally, in the event that the Offeror acquires 100% of the Shares, itintends not to change the corporate status of the Company. ACCEPTANCE PERIOD - PROCESS 7. The period during which the Accepting Shareholders may accept the TenderOffer by submitting a relevant written declaration of acceptance (the"Declaration of Acceptance") at any branch of National Bank of Greece S.A. (the"National Bank") in Greece, starts on Tuesday, 4 December 2007, at 8.00 am(Greek time) and ends on Tuesday, 29 January 2008, at 14:30 pm (Greek time) (the"Acceptance Period"). 8. The process to accept the Tender Offer, which is described in detail insection 4 of the Information Circular, comprises two stages: (a) The Accepting Shareholders must first contact the initial Operator (asdefined in the "Operating Regulation of the Dematerialised Securities System"(the "DSS Regulation", and "DSS", accordingly)) of the Shares they hold andinstruct it (i.e. the Operator) to move the number of Shares they wish to tenderin order to accept the Tender Offer (the "Tendered Shares"), in accordance withthe "Securities Removal" process of the DSS (the "Securities Removal"). Theinitial Operator will deliver to the Accepting Shareholder a document (the"Removal Certificate") setting out: the serial number of the Securities Removal,the date thereof and the number of the Tendered Shares so removed. The AcceptingShareholder will also receive from the initial Operator a DSS printout showingthe Investor Account and Securities Account (as defined in the DSS Regulation)that the Accepting Shareholder maintains with the DSS. (b) Subsequently, the Accepting Shareholders must visit any branch of theNational Bank in Greece during normal business days and hours, with the RemovalCertificate and the DSS printout with the details of his Investor Share andSecurities Account at the DSS. At such branch, the Accepting Shareholders will:(i) authorize the National Bank to undertake the operation of the TenderedShares by signing a relevant "Operation Authorization", (ii) fill-in and signthe form which is appropriate to receive the Tendered Shares and subsequentlythe "Security Receipt" process (as defined in the DSS Regulation) is effected inrelation to the number of the Tendered Shares with respect to which they haveobserved the Securities Removal process by their initial Operator, and (iii)fill-in and sign the Declaration of Acceptance in order to effect the relevantdata processing, and receive a copy of the Declaration of Acceptancemechanically certified. All the above documents, together with the Declarationof Acceptance, must be duly signed by the Accepting Shareholder. 9. The submission of the Declaration of the Acceptance can be effected either inperson or through a representative. If the submission is effected through arepresentative, the relevant power of attorney granted to the representativemust include specific authorizations to the representative and full details ofthe Accepting Shareholder and the representative. The power of attorney must becertified by a police department or another competent public authority (e.g.Citizens' Service Centers). In addition, the Accepting Shareholders may alsoauthorize their Operator of their Securities Account to proceed with allrequested actions with a view to their accepting of the Tender Offer on theirbehalf. This is for information purposes only and does not constitute arecommendation by the Offeror. 10. In the event that the Tendered Shares are registered with the SpecialAccount (as defined in the DSS Regulation), the Accepting Shareholder (insteadof the aforementioned instruction to the iInitial Operator) will submit to theHELEX a request to move the Tendered Shares and place them under the operationof the National Bank, after such shareholder has signed an operationauthorisation to the National Bank, in order to activate the K.A.M.E. (asdefined the DSS Regulation) and enable the making of the above move from theHELEX. 11. The Declarations of Acceptance which are validly submitted cannot be revokedunless the Accepting Shareholder wishes to accept a "competitive tender offer"(as defined in the Law). In such case, the Accepting Shareholders that havesubmitted Declarations of Acceptance may revoke them in order to accept such"competitive tender offer" by submitting a relevant written declaration ofrevocation to the National Bank. COMPLETION OF THE TENDER OFFER - PAYMENT OF THE OFFER PRICE 12. The results of the Tender Offer will be announced within two business daysfrom the end of the Acceptance Period through a publication on the web site ofthe Offeror, the Daily Official List and the web site of the ATHEX. 13. The transfer of the Tender Offer Shares which have been validly tendered bythe Accepting Shareholders will be made through an off-exchange transaction,pursuant to article 46 of Law 2396/1996 and article 46 of the DSS Regulation,and registered by the National Bank with the DSS on the third business dayfollowing the date of the submission of the necessary documentation to theHELEX. At the latest on the sixth business day following the expiry of theAcceptance Period, the National Bank will pay the Offer Price to each AcceptingShareholder through (i) a deposit to their bank account kept with the NationalBank, or (ii) a payment in cash to the Accepting Shareholder at any branch ofthe National Bank in Greece against presentation of his/her indentity card orpassport or the relevant corporate documents and a valid copy of the Declarationof Acceptance DISTRIBUTION OF THE INFORMATION CIRCULAR - INFORMATION 14. The Company's shareholders may receive copies of the Information Circular,the Declaration of Acceptance and information as to the overall process foraccepting the Tender Offer from any branch of the National Bank in Greece as ofTuesday, 4 December 2007, and throughout the Acceptance Period. Moreover,information about the process for accepting the Tender Offer will be providedthroughout the Acceptance Period by the telephone at the following telephonenumbers of the National Bank during normal business days and hours: +30 2103349697 and +30 210 3349665. Moreover, holders of GDRs who wish assistance aboutthe methods of accepting the Tender Offer should contact the depositary of theirGDRs. 15. Printed copies of the Information Circular may be received free of chargefrom any branch of the National Bank in Greece and from the offices of theOfferor. In addition, soft copies of this Information Circular may be obtainedfrom the Offeror's web site (www.ote.gr), the Advisor's web site (www.ml.com/ote), and the ATHEX's web site (www.ase.gr) and the SEC's website (www.sec.gov.)after the Offeror furnishes it as part of Form 6-K. IMPORTANT NOTICES 1. The Tender Offer is addressed to the Company's shareholders and only topersons to whom it may be lawfully addressed. The making of the Tender Offer tospecific persons who are residents in, nationals or citizens of jurisdictionsoutside the Hellenic Republic or to custodians, nominees or trustees of suchpersons (the "Foreign Shareholders") may be made in accordance with the laws ofthe relevant jurisdiction, with the exception of the jurisdictions within which,under its laws, rules and regulations, the submission, the making or thepresentation of the Tender Offer or the mailing/distribution of thisannouncement, the Information Circular and any other document or materialrelevant thereto (together the "Tender Offer Documents") is illegal or infringesany applicable legislation, rule or regulation (the "Excluded Jurisdictions"). 2. More specifically, the Tender Offer is not being made, directly orindirectly, by mail or by any means in or into the Excluded Jurisdictions.Accordingly, copies of any Tender Offer Document will not be, and must not be,directly or indirectly, mailed, distributed or otherwise sent to in anyone orfrom no one in or into or from any Excluded Jurisdiction. 3. No person receiving a copy of any Tender Offer Document in any jurisdictionoutside the Hellenic Republic may treat them in same way as if they constituteda solicitation or offer to such person and under no circumstances such personmay use the Declaration of Acceptance if, in the relevant jurisdiction, suchsolicitation or offer may not be lawfully made to such person or if such TenderOffer Document may not be lawfully used without breaching any legalrequirements. In those instances, any such Tender Offer Document is sent forinformation purposes only. 5. It is the responsibility of each Accepting Shareholder wishing to accept theTender Offer to inform himself of and ensure compliance with the laws of hisjurisdiction in relation to the Tender Offer. If you are a Foreign Shareholderand have any doubts as to your status, you should consult with your professionaladvisor in the relevant foreign jurisdiction. 6. If a person forwards any Tender Offer Document to or from any ExcludedJurisdiction or uses the mail or any other means of any Excluded Jurisdiction,such person must draw the recipient's attention to section 4.6 of theInformation Circular. This information is provided by RNS The company news service from the London Stock Exchange