THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.
Orascom Telecom Holding S.A.E. Launches Rights Issue
Cairo, 31 January 2010: The Board of Directors of Orascom Telecom Holding S.A.E. ("OTH" or the "Company") is pleased to announce the launch of its rights issue ("Rights Issue") to holders of its ordinary shares ("Shares") and global depositary receipts representing its Shares ("GDRs").
The Company is offering up to 4,356,590,515 Shares in the Rights Issue at a price of EGP 1 per Share, including up to 871,318,103 new GDRS (the "New GDRs"). The New GDR subscription purchase price (the "New GDR Purchase Price") will be calculated as follows: the Indicative GDR Subscription Price (as defined below) plus 10% to cover (i) currency exchange rate fluctuations and (ii) the depositary's issuance fee of up to US$0.015 per New GDR, any other expenses of the depositary and applicable taxes. The indicative subscription price (the "Indicative GDR Subscription Price") per new GDR is US$0.92 (calculated by reference to the weighted average interbank exchange rate quoted by Reuters on January 27, 2010 of EGP 5.4610 per US$1.00).
The definitive subscription price for the new GDRs will be announced by the Company following the closing of over-subscription period for the Shares, which is expected to occur on or around 14 March 2010.
A prospectus regarding the Rights Issue and the offering of the new GDRs (the "Prospectus") was approved by the UK Listing Authority on 29 January 2010 and is available, subject to certain restrictions, on the Company's website at www.orascomtelecom.com. Copies of the prospectus will also be made available to holders of GDRs who confirm that they are Eligible Investors (as defined in the announcement issued by the Company on 26 January 2010).
BofA Merrill Lynch, BNP PARIBAS, Citi, Credit Suisse and EFG-Hermes have been retained by OTH as joint bookrunners to assist with the offering.
About Orascom Telecom
Orascom Telecom operates GSM networks in Algeria ("OTA"), Pakistan ("Mobilink"), Egypt ("Mobinil"), Tunisia ("Tunisiana"), Bangladesh ("banglalink"), North Korea ("koryolink") and Canada ("Wind Mobile") through its indirect equity shareholding in Globalive Wireless. In addition it has an indirect equity ownership in Telecom Zimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, OTH also operates in Burundi, the Central African Republic and Namibia. Orascom Telecom is traded on the Egyptian Exchange under the symbol (ORTE.CA, ORTE EY), and on the London Stock Exchange its GDR is traded under the symbol (ORTEq.L, OTLD LI).
For Further Information:
Orascom Telecom Holding S.A.E.
Nile City Towers - South Tower
26th Floor - Corniche El Nile,
Telephone : +202 2 461 5050 / 51
Fax : +202 2 461 5055
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, any securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of the securities Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada or Japan.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Rights Issue and distribution of this document and other information in connection with the potential capital increase in certain jurisdictions may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any purchase of or application for the securities referred to herein should only be made on the basis of the information contained in the Prospectus. This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of, and income from, such securities may go up as well as down. Persons needing advice should consult a professional adviser.
No person has been authorized to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorized by OTH. In addition, none of BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, EFG-Hermes Promoting & Underwriting S.A.E. or Merrill Lynch International (the "Joint Bookrunners") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this document and no representation or warranty express or implied, is made by any of the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents as to the information set out in this document. Each of the Joint Bookrunners are acting exclusively for OTH and no-one else in connection with the Rights Issue. They will not regard any other person as their respective clients in relation to the Rights Issue and will not be responsible to anyone other than OTH for providing the protections afforded to their respective clients, nor for providing advice in relation to the Rights Issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of OTH or any of its subsidiaries, joint ventures or restricted affiliates, since the date of this announcement or that the information in it is correct as at any subsequent date.
Neither the content of OTH's website (or any other website, including but not limited to the websites of OTH's subsidiaries, joint ventures or restricted affiliates) nor the content of any website accessible from hyperlinks on OTH's website (or any other website, including but not limited to the websites of OTH's subsidiaries, joint ventures or restricted affiliates) is incorporated into, or forms part of, this announcement.
This document contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words "targets," "believes," "expects," "aims," "intends," "may," "anticipates," "would," "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond OTH's control that could cause OTH's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding OTH's present and future business strategies and the environment in which it will operate in the future. These forward-looking statements speak only as at the date of this document. OTH expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based.
This communication is only directed at (i) persons who are outside the United Kingdom or to (ii) investment professionals falling within Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 who are either (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities, 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 securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document is an advertisement and not a prospectus for the purposes of the applicable measures implementing the Prospectus Directive and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.