Telia Company announces proposed sale of part of its stake in MegaFon

Via TeliaSonera Newsroom

Oct 3, 2017

Not for release, publication or distribution, directly or indirectly, in whole or in part, into or in the United States, Canada, Australia or Japan or any other jurisdiction in which it would be prohibited by applicable law. This announcement does not constitute or form an offer of securities in the United States, Canada, Australia, Japan or any other jurisdiction.

Mon, Oct 02, 2017 18:20 CET: Today, Sonera Holding B.V., a fully owned subsidiary of Telia Company, announces the launch of an accelerated bookbuilding offering (the “Placing”) to institutional investors of approximately 35 million shares in MegaFon, representing approximately 5.65 percent of MegaFon’s issued share capital.

Telia Company’s total interest in MegaFon is approximately 25.2 percent of its issued share capital. If all offered shares are sold, Telia Company’s direct stake in MegaFon will be reduced to 19.5 percent.

Today's proposed sale of a portion of Telia Company's shareholding in MegaFon is consistent with the strategy to focus on operations in the Nordics and Baltics.

The offer price and final number of shares sold will be determined by Telia Company at the conclusion of the bookbuilding process and will be announced in a separate press release. The transaction is expected to settle on 5 October 2017.

BofA Merrill Lynch, Citi and Morgan Stanley are acting as Joint Bookrunners for the Placing.

Telia Company has undertaken to the Joint Bookrunners not to sell any further shares owned in the 90 days following closing of the sale, subject to waiver by the Joint Bookrunners and customary exceptions.

This information is information that Telia Company AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 18.20 CET on 2 October 2017.

The shares in MegaFon have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement and information contained herein does not constitute an advertisement of any securities, or any other kind of advertisement, in the Russian Federation.

In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”), and any investment activity to which it relates will only be engaged in with such relevant persons and it should not be relied on by anyone other than such persons. Persons in the United Kingdom who are not relevant persons and persons in other Relevant Member States who are not Qualified Investors should not take any action on the basis of this announcement and should not act or rely on it. In the Netherlands, this announcement and any offer if made subsequently is directed exclusively at qualified investors (gekwalificeerde beleggers) within the meaning of the Dutch Act on Financial Supervision (Wet op het financieel toezicht).

Merrill Lynch International (“BofA Merrill Lynch”), Citigroup Global Markets Limited (“Citi”) and Morgan Stanley & Co. International plc (“Morgan Stanley” and together with BofA Merrill Lynch and Citi, the “Joint Bookrunners”), each of which is authorised by the Prudential Regulation Commission and regulated by the Financial Conduct Authority and the Prudential Regulation Commission in the United Kingdom, are acting exclusively for Telia Company and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than Telia Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

No prospectus or Placing document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of publicly available information. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete.

Each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates may take up a portion of the shares referred to herein as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of MegaFon or related investments in connection with the Placing or otherwise. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective affiliates or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Telia Company, MegaFon, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Telia Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.

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