orascom telecom release


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orascom telecom release

  1. 1. Not for distribution directly or indirectly in the United States, Canada, Australia or Japan. OTH’s EGM Approves Demerger and Internal ReorganizationCairo, October 23, 2011: Orascom Telecom Holding S.A.E. (“OTH” or the“Company”) announced today that the Company’s shareholders approved all ofthe items on the agenda at today’s Extraordinary General Assembly Meeting(“EGM”), paving the way to implement the Company’s demerger into twoseparate entities, Orascom Telecom Holding S.A.E. and Orascom Telecom Mediaand Technology Holding S.A.E., in connection with the “VimpelCom-WINDTELECOM” transaction. The shareholders also approved authorizing theChairman of the Company to change the internal ownership structure of OTH’sstake in each of Mobinil for Telecommunications S.A.E. (“Mobinil”) and EgyptianCompany for Mobile Services S.A.E. (“ECMS”).As previously announced, the Egyptian Financial Supervisory Authority (“EFSA”)had requested, as part of its verifications and in the best interest of OTH’sshareholders, that the General Authority for Investment (“GAFI”) review someunderlying accounting documents that will serve as a basis for the planneddemerger, which demerger was previously approved by OTH’s shareholders at aprior EGM held on April 14, 2011. In connection with such review, GAFI produceda report introducing certain adjustments to the demerger accounts as ofSeptember 30, 2010, including with respect to the balance sheet split betweenOTH and OTMT to be used as the basis of the demerger. In light of this report,the Company called the EGM held on October 23, 2011 in order to furtherapprove the demerger on the basis of changes in the demerger accountsintroduced in the GAFI report.The OTH shareholders were also asked to authorize OTH’s chairman to changethe internal ownership structure in relation to certain assets intended to betransferred to OTMT under the approved demerger plan. This would involve thetransfer of the shares owned by OTH in each of Mobinil and ECMS to a companywholly owned by OTH, while a Sawiris Family company will own the majority ofthe voting rights in such company. This would preserve the continuation of thecontrol of the Sawiris Family over such assets, as an interim measure until thecompletion of the demerger procedures, as per the demerger plan and as
  2. 2. contemplated by the Interim Control Agreement previously approved by theExtraordinary General Meeting of the Company held on April 14, 2011.Shareholders approved the following significant resolutions, among others: 1) ratification of the adjustments in the Company’s plan of the detailed split of assets as detailed in the revised pro forma financial statements, which was ratified by the Extraordinary General Assembly Meeting dated 14 April 2011 according to the report prepared by GAFI in relation to the evaluation of the Company and the approval of the demerger of the Company on the basis of the book value according to the financial statements of 30/9/2010 in accordance with the amendments introduced by the GAFI report; and 2) authorization of the restructuring of the internal ownership of Mobinil and ECMS as set forth above.As previously announced, the partition of OTH into two separate companies willbe conducted by way of a demerger of OTMT as per the EFSA decree no. 124 ofthe year 2010 and related tax laws, and will result in the shareholders of OTH asof the record date for the demerger holding (subject to applicable legalrestrictions) the same percentage interest in OTMT as they hold in OTH.Following the effectiveness of the demerger, it is intended that WIND TELECOMs51.7% indirect stake in OTMT will be transferred to Weather Investments IIS.à r.l. (“Weather II”), the prior main shareholder of WIND TELECOM, as part ofthe consideration for the VimpelCom-WIND TELECOM transaction.Shareholders representing 60.90% of the Company’s voting shares participatedin the Extraordinary General Assembly Meeting. The resolutions were approvedby 99.99% of the voting shares that participated or were duly represented inthe Extraordinary Assembly Meeting.A separate announcement regarding the timetable (including the expected recorddate) for the demerger and distribution of OTMT shares and GDRs to eligibleholders of the Companys shares and GDRs will be made in due course.-END-About Orascom TelecomOrascom Telecom is a leading international telecommunications companyoperating GSM networks in high growth markets in the Middle East, Africa andAsia, having a total population under license of approximately 515 million with an
  3. 3. average mobile telephony penetration of approximately 47% as of June 30th,2011. Orascom Telecom operates GSM networks in Algeria (“OTA”), Pakistan(“Mobilink”), Egypt (“Mobinil”), Bangladesh (“banglalink”), and North Korea(“koryolink”) and has an indirect equity shareholding in Globalive WirelessCanada (“Wind Mobile”). In addition it has an indirect equity ownership in TelecelZimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, OTH alsooperates in Burundi and the Central African Republic. Orascom Telecom reachedover 105 million subscribers as of June 30th, 2011.Orascom Telecom is traded on the Egyptian Exchange under the symbol(ORTE.CA, ORAT EY), and on the London Stock Exchange its GDSs are tradedunder the symbol (ORTEq.L, OTLD LI). For more information visitwww.orascomtelecom.com.Cautionary statement regarding forward-looking statementsThis announcement contains “forward-looking statements.” Forward-lookingstatements are statements that are not historical facts, including statementsconcerning the anticipated timing of the demerger and the internalreorganization; any statements of expectation or belief; and any statements ofassumptions underlying any of the foregoing. Forward-looking statementsinvolve inherent risks, uncertainties and assumptions, including, withoutlimitation, risks related to the timing or results of the extraordinary generalmeeting or the timing or ultimate completion of the demerger; the possibilitythat expected benefits may not materialize as expected; and other risks anduncertainties that are beyond the parties’ control. If such risks or uncertaintiesmaterialize or such assumptions prove incorrect, actual results could differmaterially from those expressed or implied by such forward-looking statementsand assumptionsThe forward-looking statements contained in this announcement are made as ofthe date hereof, and OTH expressly disclaims any obligation to update or correctany forward-looking statements made herein due to the occurrence of eventsafter the issuance of this announcement.For Further Information:Investor RelationsOTInvestorrelations@otelecom.comOrascom Telecom Holding S.A.E.Nile City Towers - South Tower26th Floor - Corniche El Nile,Ramlet BeaulacCairo Egypt
  4. 4. Telephone : +202 2 461 5050 / 51Fax : +202 2 461 5055Website: www.orascomtelecom.comDISCLAIMER:The distribution of this press release may be restricted by law in certain jurisdictions.Persons into whose possession this document comes are required to informthemselves about and to observe any such restrictions.This press release does not, and shall not, in any circumstances constitute a publicoffering by OTH of shares in OTMT (the "Shares") nor an invitation to the public inconnection with any offer. No action has been or will be taken in any country orjurisdiction other than Egypt that would permit a public offering of the Shares, or thepossession or distribution of this press release or any other offering or publicitymaterial relating to the Shares, in any country or jurisdiction where action for thatpurpose is required. The acquisition of the Shares may be subject to specific legal orregulatory restrictions in certain jurisdictions. OTH takes no responsibility for anyviolation of any such restrictions by any person.This announcement is not an offer of securities in the United States. The Shares maynot be offered or sold in the United States absent registration or an exemption fromregistration under the U.S. Securities Act of 1933, as amended (the "Securities Act").In addition, the Shares may only be transferred to U.S. persons (as such term isdefined in Regulation S under the Securities Act) who are both qualified institutionalbuyers (as defined in Rule 144A under the U.S. Securities Act) and qualifiedpurchasers as defined in section 2(a)(51) of the Investment Company Act of 1940, asamended. OTH does not intend to register any portion of the Shares being transferredin the planned demerger in the United States or to conduct a public offering ofsecurities in the United States.In any EEA Member State that has implemented Directive 2003/71/EC (together withany applicable implementing measures in that Member State, the "ProspectusDirective"), this communication is only addressed to and directed at qualifiedinvestors in that Member State within the meaning of the Prospectus Directive.This communication is only being distributed to and is only directed at (i) personswho are outside the United Kingdom or (ii) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 (the "Order") or (iii) high net worth companies, and other persons towhom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of theOrder (all such persons together being referred to as "relevant persons"). The Sharesare only available to, and any invitation, offer or agreement to subscribe, purchase orotherwise acquire such Shares will be engaged in only with, relevant persons. Anyperson who is not a relevant person should not act or rely on this document or any ofits contents.This press release may not be published, forwarded or distributed in the UnitedStates, Canada, Australia or Japan or in any other jurisdiction where such action isrestricted by law.