Nasdaq Helsinki Ltd: Telenor Finland Holding Oy announces its obligation to launch a mandatory public tender offer for shares in DNA Plc

Telenor Finland Holding Oy

Stock Exchange Release

21 August 2019 at 10:50 a.m. EEST



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR
IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY
APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION "IMPORTANT
INFORMATION" BELOW. 



Telenor Finland Holding Oy announces its obligation to launch a mandatory
public tender offer for shares in DNA Plc 



Telenor Group ("Telenor") has on 9 April 2019 (the "Transaction Announcement
Date") entered into separate agreements with Finda Telecoms Oy and PHP Holding
Oy to acquire the 37,385,454 shares in the Finnish telecom operator DNA Plc
("DNA") held by Finda Telecoms Oy and the 34,105,827 shares in DNA held by PHP
Holding Oy at that time. Telenor Finland Holding Oy (the "Offeror") has today
completed the transactions and acquired 71,491,281 shares in DNA, corresponding
to 54.04% of all shares in DNA. Consequently, the Offeror is obliged to launch
a mandatory public tender offer for all shares and securities entitling to
shares in DNA not held by DNA or its group companies or by the Offeror or its
group companies in accordance with Chapter 11 Section 19 of the Finnish
Securities Markets Act (the "SMA") (the "Tender Offer"). 



THE TENDER OFFER IN BRIEF



  -- The consideration offered for each share in DNA validly tendered in the
     Tender Offer is EUR 20.90 in cash (the "Offer Price").




  -- The Offer Price represents a premium of approximately:




  -- 7.4% compared to the closing price of the DNA shares on the Nasdaq Helsinki
     the last trading day prior to the Transaction Announcement Date;

  -- 21.3% compared to the volume-weighted average trading price of the DNA
     shares during the three-month period preceding the Transaction Announcement
     Date , when adjusted for cash dividend of EUR 1.10 prior to the ex-dividend
     date of 29 March 2019 for the dividend resolved upon at the 2019 annual
     general meeting of DNA; and

  -- 14.8% compared to the volume-weighted average trading price of the DNA
     shares during the three-month period preceding the Transaction Announcement
     Date, without the aforementioned dividend adjustment.




  -- The Offer Price represents a discount of approximately:




  -- -0.1% compared to the closing price of the DNA shares on the Nasdaq
     Helsinki the last trading day prior to the announcement of the Offeror's
     obligation to launch the Tender Offer; and

  -- -0.5% compared to the volume-weighted average trading price of the DNA
     shares during the three-month period preceding the announcement of the
     Offeror's obligation to launch the Tender Offer.




  -- The completion of the Tender Offer is not subject to any conditions.
     Telenor has obtained all regulatory approvals for the acquisition of all or
     majority of all shares in DNA.




  -- The Offeror has sufficient financing for the Tender Offer through access to
     cash reserves and financing facilities of Telenor group.




  -- The Offeror will on or about 28 August 2019 publish the tender offer
     document ("Tender Offer Document") with detailed information about the
     Tender Offer.




  -- The offer period under the Tender Offer is expected to commence on or about
     29 August 2019 at 9:00 am (Finnish time) and expire on or about 26
     September 2019 at 4:00 pm (Finnish time) (the "Offer Period"), unless the
     Offer Period is extended in accordance with the terms and conditions of the
     Tender Offer.




  -- Should the Offeror obtain more than 90% of the total number of shares and
     votes in DNA, the Offeror will initiate squeeze-out proceedings under the
     Finnish Companies Act for the remaining shares in DNA and thereafter DNA
     will apply for delisting of its shares from Nasdaq Helsinki. Subject to the
     outcome of the mandatory offer, Telenor is also prepared for any scenario
     where DNA remains listed. Telenor does not intend to acquire shares in DNA
     at a price exceeding the Offer Price.




  -- Should DNA change the number of shares issued and outstanding on the date
     of the Offer Document as a result of a new share issue, reclassification,
     share split (including a reverse split) or any other similar transaction
     with dilutive effect, or should DNA distribute a dividend or otherwise
     distribute funds or any other assets to its shareholders, or if a record
     date with respect to any of the foregoing shall occur prior to the
     completion of the Tender Offer, the Offer Price shall be adjusted
     accordingly on a euro-for-euro basis on the gross value declared or made,
     before the deduction of any withholding tax and/or any other applicable
     taxes.




  -- The Offeror may also acquire shares in DNA in public trading on the Nasdaq
     Helsinki or otherwise before, during and/or after the Offer Period
     (including any extension thereof) or otherwise outside the Tender Offer.




  -- The Offeror has undertaken to comply with the Helsinki Takeover Code
     published by the Securities Market Association.




On the date of this stock exchange release the Offeror holds 71,491,281 shares
and votes in DNA. Other than such shares and votes, neither the Offeror nor any
party referred to in Chapter 11, Section 5 of the Finnish Securities Markets
Act holds any shares or voting rights in DNA. 



BACKGROUND AND REASONS FOR THE TENDER OFFER



Telenor is one of the leading telecommunications companies in the Nordic
region, headquartered in Fornebu, Norway. In 2018, Telenor reported revenues of
NOK 110 billion (approximately EUR 11 billion) and EBITDA of NOK 42 billion
(approximately EUR 4.2 billion). Telenor is stock-listed at the Oslo Stock
Exchange, and has currently a market capitalization of around NOK 260 billion
(EUR 26 billion). 



The Offeror is a wholly-owned indirect subsidiary of Telenor and has been
incorporated for the purpose of functioning as a holding company for Telenor's
holding in DNA. 



DNA, a Finnish public limited company headquartered in Helsinki, Finland, is an
integrated fixed and mobile telecom operator. In 2018, DNA reported revenues of
EUR 912 million, EBITDA of EUR 285 million, and operating free cash flow of EUR
151 million. The shares in DNA are listed on the official list of Nasdaq
Helsinki. 



The Offeror and Telenor see potential for DNA to continue to grow through its
focus on customer satisfaction, strengthening the business segment, and
leveraging on Telenor's global scale and strong position in the Nordic region.
Over time, the acquisition of DNA is expected to generate synergies within
procurement, roaming, and best practice sharing. 



Furthermore, the acquisition of DNA is executing Telenor's strategic agenda,
focusing on modernisation and value creation within core telecom in the Nordics
and Asia, while continuing to deliver on Telenor's priorities and shareholder
remuneration policy. The acquisition of DNA enables Telenor to consolidate its
position in the Nordics and balance its business portfolio. 



Telenor's interest in DNA as a majority shareholder is focused on driving
shareholder value in a long-term perspective. DNA has been successful in
building on its recognized brand, products, customer service as well as highly
performing sales and marketing. Telenor foresees long term potential in DNA's
business, however, Telenor also recognizes that strategic efforts may require
significant investments in the business and results from such strategic efforts
may take considerable time to materialize. 



Telenor considers that the dividend distribution level of DNA as a listed
company has been a result of strong balance sheet and limited investments or
acquisitions of significant size. However, the Offeror considers that dividend
payout cannot continue to be in excess of net income and free cash flow.
Telenor aims to ensure a healthy balance sheet and predictable dividend payouts
based on underlying cash flow development. The ordinary dividend should be seen
as the key element in the DNA shareholder remuneration while extraordinary
dividends could occasionally be applied but should not be expected as part of
the regular annual payout. 



The completion of the Tender Offer will have no immediate material effects on
DNA's operations, assets or personnel. The Offeror intends to request an
extraordinary general meeting of DNA to be convened to take place as soon as
practicable in order to change the composition of the Board of Directors of DNA
to reflect the Offeror's majority shareholding in DNA. 



ADVISORS



Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as financial
advisor to the Offeror and arranger in connection with the Tender Offer and
Barclays Bank PLC acts as financial advisor to the Offeror. Dittmar & Indrenius
Attorneys Ltd acts as the legal advisor to the Offeror in connection with the
Tender Offer. 



Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, which is under the
supervision of the Swedish Financial Supervisory Authority (Finansinspektionen)
in cooperation with the Finnish Financial Supervisory Authority
(Finanssivalvonta), is acting as financial adviser to the Offeror and no one
else in connection with the Tender Offer and arranger in relation to the Tender
Offer, will not regard any other person than the Offeror as its client in
relation to the Tender Offer and will not be responsible to anyone other than
the Offeror for providing protection afforded to clients of Skandinaviska
Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation
to the Tender Offer. 



Barclays Bank PLC, acting through its Investment Bank, which is authorised by
the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority, is acting
exclusively as financial adviser for the Offeror and no one else in connection
with the Tender Offer and will not be responsible to anyone other than the
Offeror for providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Tender Offer or any other matter referred
to in this document. 



Investor Relations contact:



Øystein Myrvold

+ 47 99 23 04 60

[e-mail]



Håkon Hatlevik

[phone]

[e-mail]



Telenor invites to an investor meeting regarding the acquisition of DNA shares



Telenor invites to an investor meeting hosted by Telenor Group CFO Jørgen
Arentz Rostrup on Wednesday 21 August at 12:00 EEST in Helsinki. 

Telenor Group CFO Jørgen Arentz Rostrup will host an investor presentation
including Q&A. The presentation will be held at Epicenter Helsinki, and will
also be available as a conference call. 



To participate in the conference call, dial:



[phone] (local Finland)

[phone] (local Norway)

[phone] (local Sweden)

[phone] (local UK)

[phone] (local US)



Please state confirmation code 3770959, your name and company to the operator.

For the Q&A session: to queue up for questions please press *1.



About DNA

DNA, based in Helsinki, is an integrated fixed and mobile telecom operator with
a solid market position in the fastest growing mobile market in Europe. The
company is the third largest mobile operator in Finland, with 2.9 million
subscribers and 28% market share. In addition, DNA is the second largest fixed
broadband provider and the largest cable TV provider in Finland. In 2018, DNA
reported revenues of EUR 912 million, EBITDA of EUR 285 million, and operating
free cash flow of EUR 151 million. 



About Telenor

Telenor Group is a global telecom operator, with 181 million customers and
strong positions in nine markets across Scandinavia and Asia, leveraging on
more than 160 years of proud history. Telenor is committed to responsible
business conduct, driven by its purpose to connect its customer to what matters
most and by the ambition of empowering societies. In 2018, the company reported
revenues of NOK 110 billion and EBITDA of 42 billion. Telenor is stock-listed
at the Oslo Stock Exchange, and has currently a market capitalization of around
NOK 260 billion (EUR 26 billion). For more information, please visit
https://www.telenor.com/ 



IMPORTANT INFORMATION



THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR
HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. 



THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN
IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR
REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN
IN FINLAND. 



THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARE(S) WILL
NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH
JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY
REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THIS TENDER OFFER DOCUMENT.
THIS TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND THIS TENDER
OFFER DOCUMENT AND ANY AND ALL MATERIALS RELATED THERETO SHOULD NOT BE SENT IN
OR INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR ANY OTHER
JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. 



THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE
INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY
CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005. 



Notice to U.S. Shareholders



U.S. shareholders are advised that the Shares are not listed on a U.S.
securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934 (the
"Exchange Act"), and is not required to, and does not, file any reports with
the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender
Offer is made to the Company's shareholders resident in the United States on
the same terms and conditions as those made to all other shareholders of the
Company to whom an offer is made. Any information documents, including this
Tender Offer Document, are being disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to the Company's
other shareholders. 



The Tender Offer is made for the issued and outstanding shares in the Company,
which is domiciled in Finland. Information distributed in connection with the
Tender Offer is subject to the disclosure requirements of Finland, which are
different from those of the United States. In particular, the financial
statements and financial information included in this Tender Offer Document
have been prepared in accordance with applicable accounting standards in
Finland, which may not be comparable to the financial statements or financial
information of U.S. companies. 



It may be difficult for the Company's shareholders to enforce their rights and
any claims they may have arising under the federal securities laws, since the
Offeror and the Company are located in non-U.S. jurisdictions, and some or all
of their respective officers and directors may be residents of non-U.S.
jurisdictions. The Company's shareholders may not be able to sue the Offeror or
the Company or their respective officers or directors in a non-U.S. court for
violations of the U.S. securities laws. It may be difficult to compel the
Offeror and the Company and their respective affiliates to subject themselves
to a U.S. court's judgement. 



The Tender Offer is made in the United States pursuant to Section 14 (e) and
Regulation 14E under the Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Finnish law. Accordingly, the
Tender Offer will be subject to disclosure and other procedural requirements,
including with respect to the offer timetable, settlement procedures and timing
of payments that are different from those applicable under U.S. domestic tender
offer procedures and law. 



To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time, and other than pursuant to the Tender
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares. To the extent information about such purchases or arrangements to
purchase is made public in Finland, such information will be disclosed by means
of a press release or other means reasonably calculated to inform U.S.
-shareholders of the Company of such information. In addition, the financial
advisors to the Offeror may also engage in ordinary course trading activities
in securities of the Company, which may include purchases or arrangements to
purchase such securities. 



The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be
taxable transaction for U.S. federal income tax purposes and under applicable
U.S. state and local, as well as foreign and other, tax laws. Each shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences of accepting the Tender Offer. 



Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of the Tender Offer Document. Any representation to the contrary
is a criminal offence in the United States.