This release is not for distribution, directly or indirectly, into the United States, Canada, Japan or Australia
KPN is pleased to announce that Telsource N.V., a joint venture between KPN and Swisscom, has successfully completed the offering of 75,621,087 shares (the “Shares”) in CESKY TELECOM, a.s. (“Cesky Telecom”). In addition, Telsource has granted Credit Suisse First Boston (“CSFB”) and Morgan Stanley an over-allotment option over a further 11,343,163 shares. The total number of 86,964,250 shares offered represents approximately 27% of the outstanding share capital of Cesky Telecom. The price has been set at CZK 255 per Share and US$ 9.45 per global depositary receipt (“GDR”), resulting in gross proceeds equivalent to approximately EURO 680 million, of which KPN will receive approximately EURO 347 million. (assuming exercise in full of the over-allotment option)
The offering was conducted as an accelerated bookbuild transaction, managed by CSFB and Morgan Stanley as Joint Bookrunning Lead Managers, with Patria Finance acting as Co-Lead Manager. In connection with this offering, CSFB as stabilisation manager may over-allot or effect transactions with a view to supporting the market price of the global depositary receipts or shares at a level higher than those which might otherwise prevail in the open market for a limited period. Such transactions may be effected in the global depositary receipts listed on the London Stock Exchange and in the Cesky Telecom shares listed on the Prague Stock Exchange. Such stabilisation if commenced may be discontinued at any time. Patria Finance will act as the agent on behalf of the stabilisation manager on the Prague Stock Exchange.
– DISCLAIMER –
This announcement does not constitute an offer to sell or issue, or constitute the solicitation of an offer. Neither the Shares nor the GDRs are, or will be, registered under the US Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States (as such terms are defined in Regulation S under the Securities Act) unless registered with the United States Securities and Exchange Commission or pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offering of the Shares or GDRs in the United States.
In addition, this announcement is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies unincorporated associations, etc.") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
In the Czech Republic, this announcement is solely directed at institutional investors within the meaning of Section 5(1) (investment companies, investment funds, pension funds, insurance companies etc.) of Act No. 15/1998 Coll. On the Securities Commission, as amended ("institutional investors") and must not be acted on or relied on by persons who are not institutional investors.
CSFB, Morgan Stanley & Co. International Limited (“Morgan Stanley”) and Patria Finance (together with certain of their affiliates) are acting for Telsource, as selling shareholder, and no one else, in connection with the sale of the shares and will not be responsible to any other person for providing the protections afforded to their respective clients or for providing advice in relation to the Shares or GDRs.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by CSFB, Morgan Stanley, Patria Finance or by any of their affiliates, or any of their respective officers, servants or agents, as to or in relation to the accuracy or completeness of this document, or any other written or oral information made available to any interested party or their advisers and any liability therefore is hereby expressly disclaimed.
This press release has been prepared for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice, and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to purchase, any securities nor a recommendation to enter into any transaction; nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. Information or opinions contained herein have been compiled from sources believed to be reliable, but none of CSFB, Morgan Stanley, Patria Finance or any of their affiliates accepts liability for any loss arising from the use hereof or makes any representation as to its accuracy or completeness. The information contained herein is subject to change without notice. This document may not be reproduced or redistributed to any other person.
No offering circular or prospectus or other offering document will be provided or prepared in connection with the offer and sale of the Shares and GDRs and none of CSFB, Morgan Stanley, Patria Finance, Telsource or Cesky Telecom or any other person, has provided, or will provide, any material regarding the Shares, the GDRs or Cesky Telecom in connection with any such offer and sale.