Nasdaq Helsinki Ltd: Telenor Finland Holding Oy's mandatory public tender offer for shares in DNA Plc; announcement of preliminary percentage of shares validly tendered during the initial offer period

Telenor Finland Holding Oy

Stock Exchange Release

27 September 2019 at 10:00 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's mandatory public tender offer for shares in DNA
Plc; announcement of preliminary percentage of shares validly tendered during
the initial offer period 



As previously announced, Telenor Finland Holding Oy (the "Offeror") has on 21
August 2019 acquired 54.04% of all shares and votes in DNA Plc (the "Company"
or "DNA"), and announced its obligation to launch a mandatory public tender
offer for all shares in DNA not held by DNA or its group companies or by the
Offeror or its group companies (the "Shares" or, individually, a "Share") in
accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act
(the "Tender Offer"). The Offeror has on 28 August 2019 published the tender
offer document concerning the Tender Offer (as supplemented, the "Tender Offer
Document"). 



The consideration offered for each Share validly tendered in the Tender Offer
is EUR 20.90 in cash (the "Offer Price"), as set out in the Tender Offer
Document. 



The offer period of the Tender Offer commenced on 29 August 2019 at 9:00 a.m.
(Finnish time) and was scheduled to expire on 26 September 2019 at 4:00 p.m.
(Finnish time) (the "Initial Offer Period"). 



In accordance with the terms and conditions of the Tender Offer, the Offeror
has on 26 September 2019 announced its decision to extend the offer period of
the Tender Offer to expire on 10 October 2019 at 4:00 p.m. (Finnish time) (the
"Extended Offer Period"), unless the offer period is further extended. The
Extended Offer Period provides the remaining shareholders with a possibility to
accept the Tender Offer. During the Extended Offer Period, the Tender Offer can
be accepted in accordance with the acceptance procedure described in the Tender
Offer Document. 



According to preliminary information, the Shares which have been validly
tendered (and not validly withdrawn) during the Initial Offer Period represent
40.32% of all shares in DNA, comprising together with the DNA shares acquired
by the Offeror on 21 August 2019 approximately 94.36% of all shares and votes
in DNA. 



The Offeror will confirm and announce the final percentage of the Shares which
have been validly tendered (and not validly withdrawn) during the Initial Offer
Period on or about 1 October 2019. The sale and purchase of the Shares will be
executed with respect to all shareholders who have validly accepted the Tender
Offer during the Initial Offer Period (and not validly withdrawn their
acceptances) no later than on 2 October 2019 and the completion trades of such
Shares will be settled and the Offer Price will be paid in accordance with the
terms and conditions of the Tender Offer on or about such date. 



Based on the preliminary information, the Offeror will obtain more than 90% of
the total number of shares in DNA and the voting rights attached thereto.
Accordingly, after the completion of the Tender Offer (following expiry of the
Extended Offer Period, unless the offer period is further extended), the
Offeror will make a redemption claim to any remaining minority shareholders of
DNA in accordance with the Finnish Companies Act in order to redeem all the
remaining Shares and thereafter DNA will apply for delisting of its shares from
Nasdaq Helsinki. 



As set out in the Tender Offer Document, the Offeror may also acquire Shares in
public trading on Nasdaq Helsinki or otherwise outside the Tender Offer. 





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 the Tender Offer Document. 



Investor Relations contacts:



Øystein Myrvold

[phone]

[e-mail]



Håkon Hatlevik

[phone]

[e-mail]



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, Telenor reported
revenues of NOK 110 billion and EBITDA of NOK 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 ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER
OFFER DOCUMENT (AS SUPPLEMENTED). 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 THE TENDER OFFER DOCUMENT
(AS SUPPLEMENTED). THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY,
AND THE TENDER OFFER DOCUMENT (AS SUPPLEMENTED) 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 the
Tender Offer Document (as supplemented), 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 the 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 (as supplemented). Any representation
to the contrary is a criminal offence in the United States.