Announcement of Invitation to Submit an Expression of Interest (Telekom Slovenije, d. d.)
2nd April 2014
Slovenska odškodninska družba, d.d. (“SOD”), acting on behalf of the Republic of Slovenia, SOD, Kapitalska družba pokojninskega in invalidskega zavarovanja, d.d. (“KAD”), Pozavarovalnica Sava, d.d. and Zavarovalnica Triglav, d.d. (together the “Sellers”), hereby issues an:
Announcement of Invitation to Submit an Expression of Interest
for the potential sale of 4,754,523 ordinary registered non-par value shares representing 72.75% of the share capital of Telekom Slovenije d.d. (“Telekom Slovenije” or the “Company”), which are currently owned by the Sellers (the “Transaction”).
1. Background of the Transaction
On 21st June 2013, the National Assembly of the Republic of Slovenia adopted a resolution approving, among other things, the disposal of shares of Telekom Slovenije held by the Republic of Slovenia, SOD and KAD that collectively represent 72.38% of the Company’s share capital. Moreover, on 29th August 2013, the Sellers signed an Agreement on Joint Sale of Shares of the Company(the “Share Sale Agreement”) for a combined 4,754,523 shares representing 72.75% of the share capital of Telekom Slovenije. Pursuant to the Share Sale Agreement, SOD is authorised to carry out certain steps in the sale process on behalf of the Sellers.
Additional shareholders of Telekom Slovenije, which collectively own 185,270 shares representing 2.83% of the Company’s share capital, have signed Letters of Intent expressing an interest in selling their shares in the context of the Transaction. These additional shares, together with the shares of the Sellers, represent 75.58% of the share capital of Telekom Slovenije.
Citigroup Global Markets Limited (“Citi”) has been retained by the Sellers as their financial adviser in connection with the proposed Transaction.
2. Submission of Expression of Interest
The full text of the invitation for expression of interest (the “Invitation”), which includes details of the requirements for the submission of expression of interest and other process related matters is available on SOD’s website (www.so-druzba.si) and is also available upon request from the Citi professionals listed below. A summary briefing document regarding Telekom Slovenije (the “Teaser”) is also available upon request.
Interested Parties are invited to express their interest to participate in the multi-stage process for selecting the preferred counterparty for the Transaction (the “Process”) by submitting a letter of expression of interest, as specified in the Invitation and accompanied by certain documentation (the “Expression of Interest”). The purpose of the Expression of Interest is to facilitate the evaluation of the legal and financial capacity of Interested Parties required for the acquisition and ownership of Telekom Slovenije.
The deadline for the submission of the Expression of Interest is 5 pm GMT on 23rd April 2014. The Expression of Interest should be sent by email along with accompanying documents by the deadline to Emmanuel Gionakis and Ioannis Mavridis at Citi, followed by an original sent by courier to Emmanuel Gionakis at the address set out at the end of this announcement.
3. Overview of Subsequent Process
Following the receipt and evaluation of each of the Expressions of Interest, the Sellers and Citi on the Sellers’ behalf, will determine whether an interested party qualifies for the next phase of the Process. Interested parties qualified for the next phase of the Process will be required to sign a confidentiality agreement and receive further information about the contemplated Transaction and the Company.
4. Other Matters
The Sellers and Citi expressly reserve the right, at any time and in any respect, without giving notice or reasons, to amend or terminate the procedures currently envisaged for the Process, including to terminate discussion(s) with any or all prospective purchasers.
5. Inquiries and additional clarifications
All questions related to the Process should be directed to the following professionals at Citi at the address listed below:
Corporate and Investment Banking
tel: +44 (0) 20 7986 7164
Corporate and Investment Banking
tel: +44 (0)20 7986 8679
Citigroup Global Markets Ltd
Citigroup Centre, 33 Canada Square, Canary Wharf, London E14 5LB, United Kingdom
Attachment: Invitation for expression of interest
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