KPN NV
| |Datum | | |08 december 2003 | |KPN realiseert de volledige verkoop van | | |indirect belang in Cesky Telecom | | | |Nummer | | |071p | | | | | | |
Dit persbericht is niet bestemd voor distributie, direct of indirect, in de Verenigde Staten, Canada, Japan of Australië
KPN maakt hierbij bekend dat Credit Suisse First Boston (Europe) Limited ("CSFB") en Morgan Stanley & Co. International Limited ("Morgan Stanley") als 'Joint Bookrunning Lead Managers' van een aanbod door Telsource N.V. ("Telsource") van 86,964,250 aandelen van CESKY TELECOM, a.s. ("Cesky Telecom") op 5 december 2003 de over-toewijzingsoptie met betrekking tot de 11,343,163 aandelen volledig hebben uitgeoefend. Als gevolg van de uitoefening van deze optie is de verkoop van het totaal aantal van 86,964,250 aandelen gerealiseerd, waardoor de bruto opbrengst voor Telsource ongeveer Euro 680 million bedraagt.
KPN ontvangt een bedrag van ongeveer Euro 347 miljoen. De boekwinst van deze verkoop bedraagt ongeveer Euro 40 miljoen.
Op 16 juni 2003 heeft KPN reeds de verkoop van haar 6.48% directe belang in Cesky Telecom gerealiseerd. De totale opbrengst van die transactie bedroeg ongeveer Euro 220 miljoen. In oktober 2003 ontving KPN een dividend van Euro 80 miljoen op haar indirecte belang.
- DISCLAIMER -
This announcement does not constitute an offer to sell or issue, or constitute the solicitation of an offer. Neither the shares in Cesky Telecom (the "Shares") nor the global depository receipts representing Shares ("GDRs") are, or will be, registered under the US Securities Act of 1933, as amended (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 securities 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.
The offer and sale of the Shares and GDRs is also subject to restrictions in Canada, Japan and Spain. In connection with this offering, Credit Suisse First Boston (Europe) Limited ("CSFB") (or any person acting for CSFB) will act as stabilisation manager and may over-allot or effect transactions with a view to supporting the market price of the Shares or GDRs 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 Cesky Telecom shares listed on the Prague Stock Exchange and in the GDRs listed on the London Stock Exchange. Such stabilisation if commenced may be discontinued at any time.
CSFB and Morgan Stanley & Co. International Limited ("Morgan Stanley") (together with certain of their respective affiliates) are acting for Telsource, as selling shareholder, and no one else, in connection with the sale of the Shares and GDRs 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 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 or any of their affiliatesno person 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,the managers of the Offering, 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. All purchases of Shares or GDRs must be made solely on the basis of your review of publicly available information, including, without limitation, Cesky Telecom's annual and interim reports. CSFB and Morgan Stanley are not responsible for any such publicly available information.
Before entering into any transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction. You should also consider seeking advice from your own advisers in making this assessment.
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