NGT: COMPULSORY ACQUISITION OF SHARES IN NEXTGENTEL HOLDING ASA
2019-04-09 16:42:20
Reference is made to the stock exchange announcement made by Telecom Holding 3
AS on 5 April 2019 regarding completion of the voluntary offer (the "Offer") for
the shares in NextGenTel Holding ASA ("NextGenTel").
Telecom Holding 3 AS currently owns 21,929,598 shares in NextGenTel,
representing approximately 94.2% of NextGenTel's share capital and voting
rights.
The board of directors of Telecom Holding 3 AS has pursuant to Section 4-25 of
the Norwegian Public Limited Companies Act and Section 6-22 of the Norwegian
Securities Trading Act (the "STA") resolved to carry out a compulsory
acquisition of all the remaining shares in NextGenTel not already owned by
Telecom Holding 3 AS (the "Minority Shares"), effective from end of trading on
Oslo Stock Exchange today.
In accordance with section 6-22 (2) of the STA, the offered redemption price for
each Minority Shares is NOK 14, which is equal to the offer price in the Offer.
Settlement of the offer price to the minority shareholders will take place
within 1 July 2019.
As of today's date, the rights and ownership of the Minority Shares will
automatically be transferred to Telecom Holding 3 AS. Accordingly, Telecom
Holding 3 AS will from the day hereof be the beneficial owner of 100% of the
NextGenTel shares.
Telecom Holding 3 AS has obtained a guarantee for the settlement under the
compulsory acquisition in accordance with section 6-22 (3) no. 3 of the STA.
Any objections to, or rejection of, the offered redemption price must be made no
later than at 14:00 CET on 17 June 2019. Former shareholders of NextGenTel who
do not object to, or reject, the offered redemption price within this deadline,
will be deemed to have accepted the offered price. A letter regarding the
compulsory acquisition will be sent to all former shareholders of NextGenTel
whose addresses are known and whose shares have been acquired by way of the
compulsory acquisition. In addition, the compulsory acquisition will be
announced in the Brønnøysund Register Center's electronic publication.
As a result of the compulsory acquisition, Telecom Holding 3 AS will pursue a
de-listing of the shares in NextGenTel from Oslo Stock Exchange. A separate
stock exchange announcement will be published regarding such delisting.