1. Not for distribution directly or indirectly in the United States, Canada, Australia or
Japan.
OTH’s EGM Approves Demerger and Internal
Reorganization
Cairo, October 23, 2011: Orascom Telecom Holding S.A.E. (“OTH” or the
“Company”) announced today that the Company’s shareholders approved all of
the items on the agenda at today’s Extraordinary General Assembly Meeting
(“EGM”), paving the way to implement the Company’s demerger into two
separate entities, Orascom Telecom Holding S.A.E. and Orascom Telecom Media
and Technology Holding S.A.E., in connection with the “VimpelCom-WIND
TELECOM” transaction. The shareholders also approved authorizing the
Chairman of the Company to change the internal ownership structure of OTH’s
stake in each of Mobinil for Telecommunications S.A.E. (“Mobinil”) and Egyptian
Company 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’s
shareholders, that the General Authority for Investment (“GAFI”) review some
underlying accounting documents that will serve as a basis for the planned
demerger, which demerger was previously approved by OTH’s shareholders at a
prior EGM held on April 14, 2011. In connection with such review, GAFI produced
a report introducing certain adjustments to the demerger accounts as of
September 30, 2010, including with respect to the balance sheet split between
OTH 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 further
approve the demerger on the basis of changes in the demerger accounts
introduced in the GAFI report.
The OTH shareholders were also asked to authorize OTH’s chairman to change
the internal ownership structure in relation to certain assets intended to be
transferred to OTMT under the approved demerger plan. This would involve the
transfer of the shares owned by OTH in each of Mobinil and ECMS to a company
wholly owned by OTH, while a Sawiris Family company will own the majority of
the voting rights in such company. This would preserve the continuation of the
control of the Sawiris Family over such assets, as an interim measure until the
completion of the demerger procedures, as per the demerger plan and as
2. contemplated by the Interim Control Agreement previously approved by the
Extraordinary 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 will
be conducted by way of a demerger of OTMT as per the EFSA decree no. 124 of
the year 2010 and related tax laws, and will result in the shareholders of OTH as
of the record date for the demerger holding (subject to applicable legal
restrictions) the same percentage interest in OTMT as they hold in OTH.
Following the effectiveness of the demerger, it is intended that WIND TELECOM's
51.7% indirect stake in OTMT will be transferred to Weather Investments II
S.à r.l. (“Weather II”), the prior main shareholder of WIND TELECOM, as part of
the consideration for the VimpelCom-WIND TELECOM transaction.
Shareholders representing 60.90% of the Company’s voting shares participated
in the Extraordinary General Assembly Meeting. The resolutions were approved
by 99.99% of the voting shares that participated or were duly represented in
the Extraordinary Assembly Meeting.
A separate announcement regarding the timetable (including the expected record
date) for the demerger and distribution of OTMT shares and GDRs to eligible
holders of the Company's shares and GDRs will be made in due course.
-END-
About Orascom Telecom
Orascom Telecom is a leading international telecommunications company
operating GSM networks in high growth markets in the Middle East, Africa and
Asia, having a total population under license of approximately 515 million with an
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 Wireless
Canada (“Wind Mobile”). In addition it has an indirect equity ownership in Telecel
Zimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, OTH also
operates in Burundi and the Central African Republic. Orascom Telecom reached
over 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 traded
under the symbol (ORTEq.L, OTLD LI). For more information visit
www.orascomtelecom.com.
Cautionary statement regarding forward-looking statements
This announcement contains “forward-looking statements.” Forward-looking
statements are statements that are not historical facts, including statements
concerning the anticipated timing of the demerger and the internal
reorganization; any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking statements
involve inherent risks, uncertainties and assumptions, including, without
limitation, risks related to the timing or results of the extraordinary general
meeting or the timing or ultimate completion of the demerger; the possibility
that expected benefits may not materialize as expected; and other risks and
uncertainties that are beyond the parties’ control. If such risks or uncertainties
materialize or such assumptions prove incorrect, actual results could differ
materially from those expressed or implied by such forward-looking statements
and assumptions
The forward-looking statements contained in this announcement are made as of
the date hereof, and OTH expressly disclaims any obligation to update or correct
any forward-looking statements made herein due to the occurrence of events
after the issuance of this announcement.
For Further Information:
Investor Relations
OTInvestorrelations@otelecom.com
Orascom Telecom Holding S.A.E.
Nile City Towers - South Tower
26th Floor - Corniche El Nile,
Ramlet Beaulac
Cairo Egypt
4. Telephone : +202 2 461 5050 / 51
Fax : +202 2 461 5055
Website: www.orascomtelecom.com
DISCLAIMER:
The distribution of this press release may be restricted by law in certain jurisdictions.
Persons into whose possession this document comes are required to inform
themselves about and to observe any such restrictions.
This press release does not, and shall not, in any circumstances constitute a public
offering by OTH of shares in OTMT (the "Shares") nor an invitation to the public in
connection with any offer. No action has been or will be taken in any country or
jurisdiction other than Egypt that would permit a public offering of the Shares, or the
possession or distribution of this press release or any other offering or publicity
material relating to the Shares, in any country or jurisdiction where action for that
purpose is required. The acquisition of the Shares may be subject to specific legal or
regulatory restrictions in certain jurisdictions. OTH takes no responsibility for any
violation of any such restrictions by any person.
This announcement is not an offer of securities in the United States. The Shares may
not be offered or sold in the United States absent registration or an exemption from
registration 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 is
defined in Regulation S under the Securities Act) who are both qualified institutional
buyers (as defined in Rule 144A under the U.S. Securities Act) and qualified
purchasers as defined in section 2(a)(51) of the Investment Company Act of 1940, as
amended. OTH does not intend to register any portion of the Shares being transferred
in the planned demerger in the United States or to conduct a public offering of
securities in the United States.
In any EEA Member State that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in that Member State, the "Prospectus
Directive"), this communication is only addressed to and directed at qualified
investors in that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) investment professionals falling within
Article 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 to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons together being referred to as "relevant persons"). The Shares
are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Shares will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this document or any of
its contents.
This press release may not be published, forwarded or distributed in the United
States, Canada, Australia or Japan or in any other jurisdiction where such action is
restricted by law.
