16 April 2013 Overview
Baskindale Limited (the "Offeror"), a wholly owned subsidiary of Altimo Holdings & Investments Limited ("Altimo"), announces today that it has launched a mandatory cash tender offer to acquire all outstanding ordinary shares (the "Shares") of Orascom Telecom Holding, S.A.E. ("Orascom Telecom Holding") listed on the Egyptian Stock Exchange (EGX: ORTE), including Shares represented by Global Depositary Shares ("GDSs") traded on the London Stock Exchange (LSE: OTLD), in accordance with Chapter 12 of Egypt's Capital Markets Law No. 95 of the year 1992 (the "Mandatory Share Offer"). The Mandatory Share Offer is regulated by the Egyptian Financial Supervisory Authority ("EFSA").
The Mandatory Share Offer is to purchase for cash up to 100% of the issued shares of Orascom Telecom Holding at a price of U.S.$0.70 per ordinary share (which implies a price of U.S.$3.50 per GDS).The GDSs of Orascom Telecom Holding are issued on the basis of five Shares for every GDS.
VimpelCom Ltd. ("VimpelCom"), and its wholly owned subsidiaries through which it owns GDSs representing 51.92% of the issued share capital of Orascom Telecom Holding, has confirmed that it, and its subsidiaries, will not tender their respective shares in response to the Mandatory Share Offer. As such, in effect, the Mandatory Share Offer will be available to all the outstanding shares of Orascom Telecom Holding, other than those held by subsidiaries of VimpelCom Ltd., representing up to 48.08% of the share capital of Orascom Telecom Holding, which have waived their right to participate.
The Mandatory Share Offer is conditional upon the tender of at least 26.16% of the outstanding Shares.
Commenting on the transaction, Mr. Evgeny Dumalkin, Vice-President of Altimo, said "This is an attractive opportunity for shareholders of Orascom Telecom Holdings to cash-out their investment with certainty and with a significant premium to the historic trading levels in highly volatile emerging markets."
Acceptance by holders of Shares
Further terms, and the procedure for acceptance, of the Mandatory Share Offer by holders of Shares is set out in the offer document and information memorandum prepared by the Offeror and ratified by EFSA (the "Mandatory Share Offer Document" and "Information Memorandum", respectively).
Acceptance by holders of GDSs
Further terms, and the procedure for acceptance, of the Mandatory Share Offer by holders of GDSs is set out in the information memorandum (the "GDS Memorandum") prepared by The Offeror.
The Bank of New York Mellon, in its capacity as tender agent, (the "Tender Agent") has been engaged by the Offeror to support and administer the acceptance procedures set out in the GDS Memorandum.
Expected Timing of Events
The times, dates and events shown in this table are subject to change. Please note that, in relation to GDSs, each direct and indirect participant in DTC will establish its own cut-off date and time for giving instructions to accept the GDS Offer, which will be earlier than the Expiration Time with respect to GDSs.
Egyptian Financial Supervisory Authority approval of the Mandatory Share Offer
April 15, 2013
Publication of the Mandatory Share Offer Document and related Information Memorandum
April 16, 2013
Publication of the GDS Memorandum
April 16, 2013
Expiration time with respect to GDSs
5.00 p.m. (New York time)
on May 16, 2013
Closing date of the Mandatory Share Offer
5:00 p.m. (Cairo time)
on May 27, 2013
Announcement of the level of acceptances of the Mandatory Share Offer and whether the acceptance condition is satisfied or waived
May 28, 2013
Execution of the Mandatory Share Offer
within 5 Egyptian business days from the closing date of the Mandatory Share Offer
Payment of the Share purchase price(1) (other than for Shares represented by GDSs) through MCDR
within two Egyptian business days of the Execution of the Mandatory Share Offer
Payment of the Share purchase price for GDS holders (1) to the Tender Agent for onward allocation through DTC
as promptly as practicable following the payment of the Share purchase price
(1) Payment is made after the deduction of any fees and expenses payable to the relevant regulatory bodies. This may also be subject to withholding on account of tax levied under applicable law
Further Terms and Conditions of the Offer
The Offeror is making the Mandatory Share Offer on the terms and subject to the conditions and restrictions contained in the Mandatory Share Offer Document and, with respect to Shares represented by GDSs, the procedures set out in the GDS Memorandum.
This press release contains selected, condensed information regarding the offer by the Offeror and does not replace the Mandatory Share Offer Document or the GDS Memorandum. The information in this press release is not complete and additional information is contained in the Mandatory Share Offer Document and the GDS Memorandum. Holders of shares of Orascom Telecom Holding are advised to review the Mandatory Share Offer Document in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Mandatory Share Offer and the content of the Mandatory Share Offer Document. Holders of shares of Orascom Telecom Holding represented by GDSs are advised to review the Mandatory Share Offer Document and the GDS Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Mandatory Share Offer and the content of, and procedures set out in, the GDS Memorandum.
Advisors
M&A Financial Advisor to Altimo / Offeror: EFG Hermes.
Legal Advisors to Altimo / Offeror: Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Zulficar & Partners.
Further Information
Announcements issued by or on behalf of the Offeror regarding the Mandatory Share Offer and the GDS Memorandum will be made available on the website of Altimo: www.altimo.org.
Copies of the Mandatory Share Offer Document and Information Memorandum are available free of charge at:
- EFG Hermes Promoting and Underwriting S.A.E. / Financial Brokerage Group S.A.E. located at Building No. B129, Phase 3,Smart Village, Km 28 Cairo Alexandria Road, 6 October, Egypt; and
- Zulficar & Partners Law Firm, Nile City Building, South Tower, Eighth Floor, 2005 A Cornich El Nil, Ramlet Beaulac, Cairo,Egypt
Copies of the GDS Memorandum (to which are attached unofficial translations of the Mandatory Share Offer Document and Information Memorandum) are available free of charge on the website of Altimo (www.altimo.org) and at the offices of D.F.King & Co., Inc. at One Ropemaker Street, London EC2Y 9AW, except for shareholders in restricted jurisdictions where the GDS Memorandum may not be lawfully distributed.
For further information, please contact:
Evgeny Dumalkin, Altimo
D. F. King & Co., Inc.
Tel: +7 909 9441144
Tel (Europe): 00 800 5464 5464 (toll free); +44 20 7920 9700
E-mail: info@altimo.ru
Tel (U.S.): +1 800 290-6431 (toll free); +1 212 269-5550
The Offeror is a wholly owned subsidiary of Altimo Holdings & Investments Limited. Altimo is a leading international private equity investor in emerging markets telecom companies, with a track record in enhancing the performance of the companies in which it invests. The operations of Altimo`s investments are spread across Russia, Italy, the CIS, Turkey and other key emerging markets of Asia, Europe and Africa, through holdings in telecommunication services providers, offering fixed-line and mobile communications.
Altimo`s investee companies have a footprint in 22 countries with more than 262 million mobile subscribers (as at December 31, 2012), having an aggregate market capitalisation in excess of USD 30 billion (as at December 31, 2012).
Altimo specialises in telecoms investments in Russia, the CIS and Asia. Its stakes include: 47.85% of the voting interest in VimpelCom, one of Russia's two biggest mobile phone companies (NYSE: VIP)and 13.22% of Turkcell, Turkey's largest mobile company (NYSE: TKC). Together, Altimo's investee companies have more than 262 million mobile phone subscribers.
VimpelCom, through its wholly-owned subsidiaries, Weather Capital S.a.r.l. and Weather Capital SP1 S.A., holds 544,696,390 GDSs, representing 51.92% of the issued share capital of Orascom Telecom Holding
Important Notices
This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding securities of Orascom Telecom Holding.
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Altimo. You can identify forward-looking statements by terms such as "propose", "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may", or "might", the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. Neither Altimo nor the Offeror intends to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in either Altimo`s or the Offeror`s projections or forward-looking statements, including, among others, general economic conditions, its competitive environment, as well as many other risks specifically related to Altimo, the Offeror and their respective operations.
The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This press release is directed in the United Kingdom only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and to (iii) persons to whom it would otherwise be lawful to distribute it ("relevant persons"). This press release must not be acted upon or relied upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
If you are in any doubt as to your tax position or are subject to taxation in any jurisdiction, you should consult an appropriate professional adviser immediately. In no circumstances will any information provided in this press release or otherwise provided by Altimo or the Offeror, Bank of New York Mellon, or their affiliates, advisers or persons acting on their behalf, constitute tax advice and no such information may be relied upon as tax advice.
The Advisors are acting exclusively for Altimo/the Offeror and no one else in connection with the Mandatory Share Offer and will not regard any other person as their respective client in relation to the Mandatory Share Offer and will not be responsible to anyone other than Altimo/the Offeror for providing the protections afforded to their respective clients or for giving advice in relation to the Mandatory Share Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
© Press Release 2013
