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Final result of Telenor Finland Holding Oy's mandatory public tender offer for shares in DNA Plc
15.10.2019 klo 09:30 Final result of Telenor Finland Holding Oy's mandatory public tender offer for shares in DNA Plc
Telenor Finland Holding Oy Stock Exchange Release 15 October 2019 at 9:30 a.m EEST NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION "IMPORTANT INFORMATION" BELOW. Final result of Telenor Finland Holding Oy's mandatory public tender offer for shares in DNA Plc As previously announced, Telenor Finland Holding Oy (the "Offeror") has on 21 August 2019 acquired 54.04% of all shares and votes in DNA Plc (the "Company" or "DNA"), and announced its obligation to launch a mandatory public tender offer for all shares in DNA not held by DNA or its group companies or by the Offeror or its group companies (the "Shares" or, individually, a "Share") in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act (the "Tender Offer"). The Offeror has on 28 August 2019 published the tender offer document concerning the Tender Offer (as supplemented, the "Tender Offer Document"). The consideration offered for each Share validly tendered in the Tender Offer is EUR 20.90 in cash (the "Offer Price"), as set out in the Tender Offer Document. The offer period of the Tender Offer commenced on 29 August 2019 at 9:00 a.m. (Finnish time) and, following the extension announced on 26 September 2019, the offer period expired on 10 October 2019 at 4:00 p.m. (Finnish time) (the "Offer Period"). The Shares which have been validly tendered (and not validly withdrawn) during the Offer Period represent 43.84% of all shares in DNA, comprising together with the DNA shares acquired by the Offeror on 21 August 2019 97.87% of all shares and votes in DNA. The sale and purchase of the Shares will be executed with respect to all shareholders who have validly accepted the Tender Offer during the extension of the offer period (and not validly withdrawn their acceptances) no later than on 16October 2019 and the completion trades of such Shares will be settled and the Offer Price will be paid in accordance with the terms and conditions of the Tender Offer on or about such date. The Offeror has resolved to exercise its redemption right concerning the minority shares under the Finnish Companies Act. To effect its redemption right the Offeror has filed an application to the Redemption Board of the Finland Chamber of Commerce to initiate arbitration proceedings under the Finnish Companies Act to redeem the remaining Shares at a price of EUR 20.90 per Share, the same as the Offer Price. Any Finnish transfer tax deriving from the redemption of the remaining Shares as well as the payments and charges arising from the book-entry registrations carried out as a consequence of the redemption will be borne by the Offeror. DNA will apply for delisting of its shares from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations. As set out in the Tender Offer Document, the Offeror may also acquire Shares in public trading on Nasdaq Helsinki or otherwise outside the Tender Offer. ADVISORS Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as financial advisor to the Offeror and arranger in connection with the Tender Offer and Barclays Bank PLC acts as financial advisor to the Offeror. Dittmar & Indrenius Attorneys Ltd acts as the legal advisor to the Offeror in connection with the Tender Offer. Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, which is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the Finnish Financial Supervisory Authority (Finanssivalvonta), is acting as financial adviser to the Offeror and no one else in connection with the Tender Offer and arranger in relation to the Tender Offer, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing protection afforded to clients of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation to the Tender Offer. Barclays Bank PLC, acting through its Investment Bank, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser for the Offeror and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Tender Offer or any other matter referred to in the Tender Offer Document. Investor Relations contacts: Øystein Myrvold +47 99 23 04 60 email@example.com Håkon Hatlevik +47 90 14 60 70 firstname.lastname@example.org About DNA DNA, based in Helsinki, is an integrated fixed and mobile telecom operator with a solid market position in the fastest growing mobile market in Europe. The company is the third largest mobile operator in Finland, with 2.9 million subscribers and 28% market share. In addition, DNA is the second largest fixed broadband provider and the largest cable TV provider in Finland. In 2018, DNA reported revenues of EUR 912 million, EBITDA of EUR 285 million, and operating free cash flow of EUR 151 million. About Telenor Telenor Group is a global telecom operator, with 181 million customers and strong positions in nine markets across Scandinavia and Asia, leveraging on more than 160 years of proud history. Telenor is committed to responsible business conduct, driven by its purpose to connect its customer to what matters most and by the ambition of empowering societies. In 2018, Telenor reported revenues of NOK 110 billion and EBITDA of NOK 42 billion. Telenor is stock-listed at the Oslo Stock Exchange, and has currently a market capitalization of around NOK 260 billion (EUR 26 billion). For more information, please visit https://www.telenor.com/ IMPORTANT INFORMATION THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT (AS SUPPLEMENTED). OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND. THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARE(S) WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT (AS SUPPLEMENTED). THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND THE TENDER OFFER DOCUMENT (AS SUPPLEMENTED) AND ANY AND ALL MATERIALS RELATED THERETO SHOULD NOT BE SENT IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR ANY OTHER JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005. Notice to U.S. Shareholders U.S. shareholders are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender Offer is made to the Company's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any information documents, including the Tender Offer Document (as supplemented), are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Company's other shareholders. The Tender Offer is made for the issued and outstanding shares in the Company, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information included in the Tender Offer Document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. It may be difficult for the Company's shareholders to enforce their rights and any claims they may have arising under the federal securities laws, since the Offeror and the Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The Company's shareholders may not be able to sue the Offeror or the Company or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court's judgement. The Tender Offer is made in the United States pursuant to Section 14 (e) and Regulation 14E under the Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. -shareholders of the Company of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer. Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the Tender Offer Document (as supplemented). Any representation to the contrary is a criminal offence in the United States.