VimpelCom, Altimo, Telenor and Weather Give Undertakings to the Court in Substitute for an Injunction
(Fornebu, Norway - 1 March 2011)Â VimpelCom Ltd., Altimo Holdings & Investments
Ltd., Telenor and Weather Investments II S.Ã .r.l., the principal shareholder of
Wind Telecom S.p.A., today gave undertakings to the Commercial Court in London
in order to avoid an injunction being granted. By the undertakings, VimpelCom,
Altimo and Weather have agreed to take all necessary actions to cause Telenor's
pre-emptive right shares to be promptly issued if the arbitration tribunal
grants an award in Telenor's favor.
These undertakings have the same force as an injunction in England, and any
breach of the undertakings would be a contempt of Court. Telenor commenced an
arbitration proceeding on 28 January 2011 against VimpelCom and Altimo under the
VimpelCom Shareholders Agreement in order to protect Telenor's pre-emptive
rights in the context of VimpelCom's proposed acquisition of Wind Telecom.
Telenor petitioned the Court to provide injunctive relief to protect its voting
stake in VimpelCom pending completion of the arbitration proceedings and to
ensure that an arbitral award in Telenor's favor can be enforced (as further
discussed in Telenor's press releases of 31 January 2011 and 7 February 2011).
VimpelCom, Altimo, Telenor and Weather also gave undertakings to the Court,
conditioned on the arbitration tribunal granting an award in Telenor's favor,
that Telenor be awarded damages in the amount of lost dividends on the pre-
emptive right shares, which amount can be set off against Telenor's purchase
price for the pre-emptive right shares. Â Further, during a one-year period from
today (or such other period as the arbitration tribunal will determine), the
following undertakings were given:
* Altimo agreed that it would not to take any action, including transferring
its shares, that would cause Telenor and Altimo's combined voting percentage
in VimpelCom to fall below a simple majority;
* Telenor agreed that it would not transfer its VimpelCom shares; and
* VimpelCom, Altimo and Telenor agreed not to undertake, or cause VimpelCom to
undertake, any acquisition, M&A Transaction, share issuance or other action
that would dilute Telenor below 25% or that would cause Telenor and Altimo's
combined ownership to fall below a simple majority of VimpelCom's voting
shares, provided that Telenor has exercised all rights available to it under
the VimpelCom Shareholders Agreement to maintain its voting stake in
VimpelCom.
VimpelCom, Telenor and Altimo also agreed to enact stop-orders on Telenor and
Altimo's shares on VimpelCom's share register in order to ensure compliance with
the agreed transfer restrictions.
"Telenor is pleased with the Court's determination to accept undertakings from
VimpelCom, Altimo and Weather, which stand in place of an injunction and which
we believe will ensure Telenor is able to enforce any arbitration award in its
favor and, ultimately, receive the pre-emptive right shares to which it is
entitled. Telenor remains confident that the arbitration tribunal will
recognize Telenor's right to receive the pre-emptive right shares if VimpelCom's
proposed acquisition of Wind Telecom is completed," said Telenor spokesman Dag
Melgaard.
Contact:
Dag Melgaard, Communication Manager, Telenor Group
tel:Â +47 901 92 000
e-mail:Â dag.melgaard@telenor.com
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Source: Telenor via Thomson Reuters ONE
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