Tender Offer

31 Jan 2008 08:56

Hellenic Telecomms Organization S A31 January 2008 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 societe anonymeunder 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 societe anonymeunder 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% ofthe 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 maximumnumber of Shares which may be issued and listed in the Athens Stock Exchange(the "ATHEX") within the acceptance period of the Tender Offer (the "AcceptancePeriod"), as a result of the exercise of stock options by executives of theCompany's group, (the Tender Offer Shares ). The Hellenic Capital Market Commission (the "HCMC") approved the respectiveinformation circular (the "Information Circular") by virtue of its Board ofDirectors resolution of November 29, 2007. 2. The Information Circular was supplemented by the supplement datedDecember 27, 2007 (the "Supplement") which was approved by virtue of the BoardResolution of the HCMC of December 27, 2007. The preparation of the Supplementwas necessary due to a change in the number of the Tender Offer Shares by reasonof change of the maximum number of the New Shares, which was increased by 13,500Shares, thus being 1,178,570 instead of 1,165,070 New Shares. 3. Following the above, the Tender Offer Shares included in total107,695,259 Shares and 1,178,570 New Shares, provided that the latter would havebeen issued and listed in the ATHEX until the end of the acceptance period ofthe Tender Offer. Finally, until the end of the Acceptance Period 1,175,100 NewShares had been issued and listed in the ATHEX and, thus, the total number ofthe Tender Offer Shares was 108,870,359. 4. The Acceptance Period started on Tuesday December 4, 2007 and expired onTuesday January 29, 2008. 5. The Tender Offer was completed with the submission of the notice ofacceptance by 5,044 shareholders of the Company for 27,503,293 Sharesrepresenting a percentage of 8.187% of the total paid up share capital andvoting rights of the Company. 6. The Offeror also acquired through the market 76,638,257 Shares from thedate the Tender Offer was announced until the end of the acceptance period ofthe Tender Offer. 7. Following the above, the Offeror shall own, after the off-exchangetransfer of the Shares which were tendered within the Acceptance Period, andincluding the Shares it acquired through the market until that date, 331,228,491Shares representing a percentage of 98.592% of the total paid up share capitaland voting rights of the Company. 8. En accordance to article 27 of the Law if, after the end of theAcceptance Period, the Offeror holds, directly and indirectly, shares thatrepresent at least 90% of the total voting rights of the target company, it hasthe right to require the transfer to it of all remaining Shares ("Squeeze-OutRight"). 9. Upon completion of the off-exchange transfer of the Shares tendered tothe Offeror, as per paragraph 7 above, the Offeror shall have exceeded the above90% percentage and thus intends, within three months as of the end of theAcceptance Period to exercise the Squeeze-Out Right by filing a respectiverequest with the HCMC. 10. The consideration to be paid to the remaining shareholders of the Companyshall be the same as the offer price of the Tender Offer, i.e. €26.25 per Share. 11. It is noted that in accordance with article 28 of the Law, the remainingshareholders of the Company have the right to sell in the market to the Offerortheir Shares for a consideration of €26.25 per Share within a period of threemonths as of this announcement ("Sell-Out Right"). 12. Furthermore, after the completion of exercise of the Squeeze-Out Rights andof the Sell-Out Rights, the Offeror intends to proceed with delisting the Sharesfrom the ATHEX, as well as any GDRs from the LSE. This information is provided by RNS The company news service from the London Stock Exchange