Tender Offer

12 Nov 2007 07:00

Hellenic Telecomms Organization S A09 November 2007 HELLENIC TELECOMMUNICATIONS ORGANIZATION S.A. (the "Offeror") ANNOUNCEMENT 1. The Greek societe anonyme under the corporate name "HELLENICTELECOMMUNICATIONS ORGANIZATION S.A. with Corporate Registration Number 347/06/A/86/086 and registered seat at the Municipality of Maroussi having itsregistered office at 99, Kifissias Avenue (the "Offeror"), announces thesubmission of a voluntary tender offer (the "Tender Offer") to acquire allcommon shares of the societe anonyme under the name "COSMOTE - MOBILETELECOMMUNICATIONS S.A.", with Corporate Registration Number 36.581/06/A/96/102and registered seat in Maroussi of Attica (99, Kifissias Avenue), (the "TargetCompany"), in accordance with the provisions of Law 3461/2006 (the "Law"). 2. Merrill Lynch International, which is incorporated and operating underEnglish Law (corporate registration number 2312079) and has its registeredoffice at 2, King Edward Street, London EC1A1HQ London, United Kingdom, isacting 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 theFinancial Services Authority in the United Kingdom and may provide in Greece theinvestment 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 capitalamounts to • 157,347,634.00 divided into 334,782,200 common registered shares,with nominal value of • 0.47 each (the "Shares"). The Target Company's sharecapital is fully paid-up and the Shares are listed on the Securities Market ofthe Athens Exchange (the "ATHEX") and currently traded on the Big Capitalisationcategory thereof. The Shares are also listed and traded on the London StockExchange ("LSE") in the form of Global Depositary Receipts ("GDRs"). 4. As at the date of this announcement, the Offeror holds directly 225,310,294and indirectly 1,776,647 Shares, namely in aggregate 227,086,941 Shares, whichrepresent approximately 67.83% of the Target Company's total paid up sharecapital and voting rights. 5. As at the date of this announcement, the Tender Offer is for 107,695,259Shares, representing approximately 32.17% of the aggregate paid up share capitaland the voting rights of the Target Company (the "Tender Offer Shares"). 6. The consideration that the Offeror offers per Tender Offer Share which willbe validly tendered during the acceptance period of the Tender Offer (the"Acceptance Period"), is €26.25 in cash (the "Offer Price"). The Offer Price ishigher 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 Target Company's shareholders who validlyaccept the Tender Offer (the "Accepting Shareholders") in connection with theregistration of the off-exchange transfer of the tendered Shares to the Offeror,pursuant to Article 41 of the Dematerialized Securities Stock ExchangeTransactions Clearing and Settlement Regulation and Article 7, paragraph 3 ofthe 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 theOfferor has the necessary wherewithal to pay the Offer Price and the aboveduties. However, Merrill Lynch International Bank Limited London Branch providesno guarantee, within the meaning of article 847 of the Greek Civil Code, for theperformance of the payment and other obligations undertaken by the Offeror underthe 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 mergewith the Target Company by absorbing the latter. 8. If, after the end of the Acceptance Period, the Offeror holds, directly andindirectly, Shares that represent at least 90% of the total voting rights of theTarget Company: the Offeror: (a) will exercise the right to require the transfer to it of all remainingShares at a price per Share equal to the Offer Price, in accordance to article27 of the Law (Squeeze Out Right), and (b) has the obligation to acquire through transactions on the ATHEX all theShares which will be offered to it within a period of three (3) months from thepublication of the results of the Tender Offer, against payment in cash of theOffer Price, in accordance with article 28 of the Law (Sell-out Right). Subsequently, the Offeror intends to convene a general meeting of the TargetCompany's shareholders with the item of the agenda being the delisting of theShares from ATHEX. Similarly, the Offeror shall seek the delisting of the GDRsfrom the LSE. 9. As of the date of this announcement and until the last day of the AcceptancePeriod, the Offeror intends to acquire itself Shares through the market orotherwise 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 theCMC and published in the Daily Official List of ATHEX within three trading daysfrom the relevant trades, in accordance with article 24, para. 2 of the Law, inconjunction 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 thebenefit of or otherwise in co-operation with the Offeror in the purchase ofShares from the date of this announcement until the end of the AcceptancePeriod. The Advisor may, however, purchase or sell Shares as a direct orindirect result of normal course of conduct third party client facilitationactivities, from the date of this announcement until the end of the AcceptancePeriod. The Advisor has not entered into an agreement or other arrangement withthe Offeror to tender or sell to the Offeror any Shares so purchased or inconnection with the exercise of the voting rights attached thereto. 10. As required by the Law, the Offeror has commenced the process of the TenderOffer by informing the Hellenic Capital Market Commission and the Board ofDirectors of the Target Company and submitting to them a draft of theInformation Circular, in accordance to article 10, par. 1 of the Law. 11. The Tender Offer is subject to the approval of the Information Circular fromthe Hellenic Capital Market Commission (which will include all the terms of theTender Offer) and the Tender Offer's completion is not subject to anyconditions, in accordance with article 22 of the Law. Important Notice 1. The Tender Offer is only being addressed to the persons to whom it maylawfully be addressed. Accordingly, the Tender Offer is not addressed and nocopy of the current announcement, including any kind of relevant documents ormaterials, is allowed to be posted, forwarded, distributed or sent from anyone(including nominees, custodians or trustees) within, from or towards anycountry, excluding Greece, where the submission or the acceptance of the TenderOffer or the distribution of information about the Tender Offer is prohibited oris subject to restrictions (each such country an "Excluded Territory") nortowards citizens of the Excluded Territories, nor towards any person which issubject to the laws or jurisdiction of an Excluded Territory. 2. The Tender Offer does not take place nor will take place, directly orindirectly, within or towards, by post or by any other mean or way (includingfacsimile, email, phone and the internet) of the interstate or foreign trade orthrough national, state or other exchanges of all Excluded Territories, and theTender Offer may not be validly accepted through the aforementioned means orways or through any other way or mean from or within all Excluded Territories.Accordingly, copies of the current announcement and/or any other relevantdocument or material will not and must not be posted, forwarded, distributed orsent by any mean or way, directly or indirectly, towards, within or from anyExcluded Territory and any person that might receive that kind of documents ormaterials (including nominees, custodians or trustees) is obliged not toforward, distribute, send or post towards, within or from any Excluded Territoryand not to use any of the aforementioned means or ways in connection to theTender Offer. 3. The Tender Offer is not addressed to any Shareholder who is subject to thelaws or jurisdiction of any Excluded Territory. Through the acceptance of theTended Offer any Accepting Shareholder declares and warrants that he is notsubject to, for any reason, to the laws or jurisdiction of any ExcludedTerritory. This information is provided by RNS The company news service from the London Stock Exchange