Change of Control
June 04 2010 - 2:00AM
UK Regulatory
TIDMTNW
RNS Number : 0723N
Teleset Networks PCL
04 June 2010
Press Announcement
Teleset Networks PCL
("Teleset" or the "Company")
VolgaTelecom takes control of Teleset Networks
FRIDAY, 4 June 2010 -- Teleset Networks was advised that OJSC VolgaTelecom
("VolgaTelecom") has completed the acquisition of 154,697,339 ordinary shares of
EUR0.02 ("Ordinary Shares"), pursuant to its offer for the entire issued share
capital of Teleset Networks as announced on 27 May 2010.
VolgaTelecom now owns 154,697,339 Ordinary Shares, representing 98.19% of the
share capital.
VolgaTelecom made an offer on 27 May 2010 of USD 0.8473 (GBP 0.585) in cash for
each Teleset Share (the "Offer"), valuing the whole of the issued ordinary share
capital of Teleset at approximately USD 133.5 million (GBP 92.2 million).
The Offer is now wholly unconditional and will remain open until 5p.m. (in
Nicosia, Cyprus) on 27 September 2010. To the extent that less than 100%
shareholders accept the Offer, VolgaTelecom intends to compulsorily acquire the
remaining shares under the Cyprus Companies Law.
For further information on how to accept the Offer, please visit
www.telesetnetworks.com or contact Constantinos Tsaggaris, Company Secretary on
+357 99 626 982.
Changes to the Board
It was also announced on 27 May 2010 that the directors of Teleset Networks gave
an undertaking to resign once VolgaTelecom had taken control of the Company.
The directors have therefore now stepped down from the Board, although two of
the executive directors, Roman Shaikhutdinov and Lidana Bondar,will remain with
the business and report into the Board.
VolgaTelecom has appointed new directors to the Board of Teleset Networks as
follows:
Alexander Kolesnikov (aged 30), Executive Chairman
Mr Kolesnikov is Head of Asset Management at OJSC Svyazinvest. He has a Masters
in Management from the International business and business administration
faculty of the Moscow State Institute of International Relations (MGIMO).
Svyazinvest is the majority shareholder in VolgaTelecom and the Svyazinvest
Group has a network covering nearly the whole of Russia, making up over 90% of
Russia's total capacity. The holding company`s subsidiaries operate public
telephone networks which installed capacity is over 33 million telephone lines.
Mr Kolesnikov is also a director of the following companies:
Closed Joint Stock Company "Baykalwestcom"
Joint-Stock Company "Centel"
Volgograd-GSM Closed Joint-Stock Company
Maria Pilikou (aged 25), Non-Executive Director
Ms. Pilikou is a lawyer at Dr. K. Chrysostomides & Co, one of the largest
advocates and legal consultancy firms in Cyprus. Ms Pilikou joined the
Litigation Department of Dr K Chysostomides & Co LLC in September 2009, having
completed her training for the Cyprus Bar Association at Dr. K. Chrysostomides &
Co LLC . Prior to joining Dr K Chysostomides & Co LLC, Ms Pilikou completed
internships at Nadine Wong & Co Solicitors, UK and the International Labour
Organisation, Geneva, Switzerland.
Panagiota Ziourti (aged 26), Non-Executive Director
Ms. Ziourti is a lawyer at Dr. K. Chrysostomides & Co, one of the largest
advocates and legal consultancy firms in Cyprus. After studying law at the
University of Warwick she spent a year at the London School of Economics
studying Commercial and Corporate law. She joined Pamboridis LLC in 2008 before
moving to Dr. K. Chrystostomides & Co LLC in 2010.
The contents of this announcement include the full disclosures required under
Schedule 2 (g) of the AIM Rules for Companies.
Cancellation of Teleset's AIM admission
It was announced on 27 May 2010 that VolgaTelecom intended to procure that
Teleset applies to the London Stock Exchange for the cancellation of the
admission of Teleset's ordinary shares to trading on AIM.
A request for cancellation has been submitted to AIM and cancellation is
expected to take place on 2 July 2010. AIM Regulation have agreed to waive the
requirement for a shareholders meeting to vote on the cancellation of trading of
Teleset's shares on AIM due to the fact that VolgaTelecom control 98.19% of the
Ordinary Shares.
Following cancellation of listing, holders of the remaining 1.81% of the
Ordinary Shares of Teleset Networks have the right to accept the Offer on the
same terms until 27 September 2010. If upon the expiry of this period the Offer
is accepted by less than 100% of the Company's shareholders, VolgaTelecom
intends to compulsorily acquire the remaining shares under the Cyprus Companies
Law.
CONTACTS
+-----------------------------------------+--------------------+
| Teleset Networks PCL | +357 99 626 982 |
+-----------------------------------------+--------------------+
| Constantinos Tsaggaris, Company | |
| Secretary | |
+-----------------------------------------+--------------------+
| | |
+-----------------------------------------+--------------------+
| Astaire Securities Plc - Nominated | +44 20 7448 4400 |
| Adviser & Broker | |
+-----------------------------------------+--------------------+
| Shane Gallwey | |
+-----------------------------------------+--------------------+
| | |
+-----------------------------------------+--------------------+
| Bankside Consultants - Financial PR | +44 20 7367 8888 |
| adviser | |
+-----------------------------------------+--------------------+
| Simon Bloomfield or Andy Harris | |
+-----------------------------------------+--------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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