Last update: 08.07.2024 06:08 (GMT+3)
EESTI TELEKOM
ANNOUNCEMENT
TERMS AND CONDITIONS OF CONVERTIBLE BOND ISSUE
/This is a translation from the original text in Estonian language.
Only Estonian language text is binding.
The translation is not a direct translation of the original text./
1. The size of the issue and the nominal value of one
convertible bond
The total size of the issue of convertible bonds is
EEK 850,000. The nominal value of each convertible
bond ("Bond") is EEK 10. There will be 42,500
series A bonds and 42,500 series B bonds; both
being Bonds.
2. Subscription rights
2.1 Bonds will be initially offered for subscription to
the Key personnel, as defined hereinafter, of AS
Eesti Telekomstonian Telecom Ltd ("ETL") and of its
Ssubsidiaries, as defined hereinafter (ownership
over 50%). Bonds initially not subscribed by the
Key personnel determined hereinafter in Section
2.2, shall be subscribed for by ETL at the last day
of the subscription period as prescribed in Section
3.1.
2.2 Respective Council ofin ETL and of each Subsidiary,
ETC and EMT makes the final determination among
approval of the subscription rights the Key
personnel and appoints the persons who have the
right to subscribe for the Bond(s) ("Subscriber"),
what series of Bonds and to what extent(persons,
amounts, etc.). ETL subscribing the Bonds for the
reason as specified in Section 2.1 above shall be
considered as the Subscriber.
2.3 Respective Council should as soon as possible after
adopting resolutions as described above, inform via
respective Management Board or otherwise,
Subscribers on their subscription right and its
terms and conditions.
3. Subscription of the convertible bonds, and
acceptance of the subscriptions and payment of the
subscriptions
3.1 Bonds are initially offered for subscription during
the period December 18, 2000 - January 05, 2001.
The subscription shall take place at the
ETLcompany's head office in Roosikrantsi 2, Tallinn
and possibly at another location to be determined
later. The Management Board of ETL Board of
Directors of the company shall arrange subscription
and execute all necessary deeds and transactions,
including adopts form Bond certificates and other
documents for issue, transfer and redemption and
exchange for shares of Bondscollect the
subscriptions.
3.2 Ssubscriber may offer to subscribe Bonds less than
reserved for the Subscriber on the basis of
respective resolution of the Council as stipulated
in Section 2.2. ETL management board has the right
as to number of Bonds in part or in full accept the
offer to subscribe, or reject the offer to
subscribe completely. Subscriber may not subscribe
for less than one Bond.
The subscription price of the accepted subscription shall
by January 15, 2001 be paid to a bank account assigned by
the company. The bonds are not transferable.
3.3 "Subscription" in Sections 1 until 8 of the Terms
and Conditions means an agreement on accepting the
Terms and Conditions entered into between the
Subscriber and ETL, whereby the ETL transfers
Bond(s), as specified in this document, to the
Subscriber, and the Subscriber pays to the ETL for
the Bond(s) the issue price as specified in these
terms and conditions for the Bond issue ("Terms and
Conditions").
3.4 "Key personnel" as defined in the Terms and
Conditions means employees and management board
members. "Subsidiary" (and in plural
"Subsidiaries") as defined in the Terms and
Conditions means a company, where ETL has directly
or indirectly more than 50 per cent. shareholding.
4. Issue price and payment
4.1 Issue price of the Bonds is one hundred (100) per
cent, e.g. during the initial subscription period
EEK 10 per Bond. The issue price shall be paid
after the subscription during 9 (nine) days in full
to a bank account in Estonian credit institution as
determined by the ETL, e.g. in case of initial
subscription by January 14, 2001 at the latest.
4.2 The Subscriber shall become the owner of Bonds
("Bondholder"), according to the terms of
subscription, after she has duly paid the issue
price for all subscribed Bonds. The ETL shall
immediately register such Subscribers as
Bondholders with the Register, as defined
hereinafter.
5. Form, status and transfer
5.1 The Bonds shall be in registered in the Register,
as defined hereinafter. The Bondholder is entitled
without charge to one Bond certificate for the
total principal amount of the Bonds registered in
its name and documenting the name of the
Bondholder.
5.2 The Bonds shall rank pari passu, without any
preference among themselves, with all other
outstanding unsecured and unsubordinated
obligations of the ETL, present and future, other
than obligations mandatorily preferred under
applicable laws.
5.3 Title to the Bonds shall pass upon the registration
of transfers with the Register in accordance with
these Terms and Conditions. The ETL shall assume
that the Bondholders registered with the Register
are absolute owners of the Bonds for all purposes.
5.4 The Bonds are not transferable, except from and to
ETL and in other cases as provided in these Terms
and Conditions. Should a Subscriber or Bondholder
cease to be employed by or in the service of the
ETL or the Subsidiary, for any other reason than
retirement or death, such Subscriber shall have no
right to subscribe for Bonds and such Bondholder
shall cease to have the right to own Bonds. In such
case, the Bondholder shall immediately sell the
Bonds to the ETL or to the party appointed by the
ETL at EEK 10 each. Interest earned until such date
should be paid by ETL to the former Bondholder.
5.5 Retired Subscriber and Bondholder shall have all
rights and duties of Subscriber and Bondholder,
respectively, under these Terms and Conditions.
Heir(s) of deceased Subscriber and Bondholder, or
trustees for the estate of deceased Subscriber and
Bondholder, according to provisions of law or will
of the Subscriber or Bondholder shall have all
rights and duties as the Subscriber and Bondholder
would originally have had under these Terms and
Conditions and subscription.
5.6 Any person becoming entitled to any Bonds in
consequence of the death of a registered Bondholder
shall, upon producing such evidence of its title or
interest as the ETL acting reasonably shall think
sufficient, be registered with the Register as the
Bondholder of such Bonds.
6. Register
6.1 The ETL shall keep, procure to be kept or appoint
an agent to keep a register of Bondholders (the
"Register") and shall enter or procure to be
entered therein the issue, transfer or redemption
of and payment of interest or exchange into A
Shares on any Bonds together with the names,
addresses (including e-mail accounts) and details
of bank and securities' accounts of each
Bondholder, number, nominal value and type of Bonds
subscribed and held by each Bondholder, time of
subscription for or acquisition of Bonds, and
payment details under Section 4.1 of these Terms
and Conditions.
6.2 The Register shall be open to inspection without
payment by any Bondholder upon reasonable notice
(being not more than two working days) to the ETL
during normal office hours at the registered office
of the ETL, such inspection being limited to
information on the person and property of the
Bondholder inspecting the Register.
74. Term of the bBonds
7.1 BBonds will be issued by the ETL on January 15,
2001.
7.2 Series A Bonds shall expire ("Maturity Date") on
the next day after the lapse of the A Sshare, as
defined hereinafter, subscription period in case of
series A Bonds as specified in these Terms and
Conditions . Series B Bonds shall expire ("Maturity
Date") on the next day after the lapse of the A
Share, as defined hereinafter, subscription period
in case of series B Bonds as specified in these
Terms and Conditions The share subscription period
starts for series A bonds on May 2, 2003 and for
series B bonds on May 2, 2004 and the subscription
period is one month.
5. Issue price
Issue price of the bonds is one hundred (100) per cent.
86. Interest
Annual interest of 7 (seven) percent shall be paid on the
bonds. Interest amount shall be calculated on a 30/360
basis. The interest will be paid out at the maturity
date.
8.1 Each Bond shall bear interest on its nominal amount
from and including January 15, 2000 (the "Issue
Date") at the rate of 7 (seven) percent per annum
(the "Interest Rate").
8.2 Interest is payable on date of expiry of the Bond
(the "Interest Payment Date"), if not otherwise
provided in these Terms and Conditions. If any
Interest Payment Date would fall on a day which is
not a working day it shall be postponed to the next
day which is a working day unless it would then
fall into the next calendar month in which event
interest is payable on the immediately preceding
working day. The period from and including the
Issue Date and including an interest Payment Date
is called an "Interest Period".
8.3 The EEK amount payable in respect of interest on
each Bond for the relevant Interest Period shall be
determined by applying the Interest Rate to the
principal amount of each Bond, multiplying the sum
by the actual number of days in the Interest Period
concerned divided by 360 and rounding the resultant
figure to the nearest EEK 0.1 (rounded upwards).
7. Cease employment
Should a subscriber cease to be employed by or in the
service of a company belonging to the Estonian
Telecom Group before the subscription for the
shares in exchange of the bonds for any other
reason than retirement or death, the subscriber
shall have no right to convert the bonds into
shares and it shall sell the bonds to the company
or to the party appointed by the company at EEK 10
each. Interest earned until such date should be
paid to the bondholder.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
91. The rights attached to Bond subscribe for new
shares
9.1 Each Bbond entitles its the Bondholderholder to:
(i) either redeem and exchange the Bond to 10 (ten) type
A shares of ETL with the nominal value of EEK 10 each ("A
Shares"), and for that purpose to subscribe for 10 (ten)
(10) A Shares as prescribed in these Terms and Conditions
of Estonian Telecom Ltd with the nominal value of EEK 10;
or.
(ii) redeem and exchange the Bond to sum of money as
prescribed in these Terms and Conditions.
9.2 Bond cannot be exchanged partially, e.g. exchanged
into less than 10 A Shares. No person shall have
number of Bonds entitling to more than 25 per cent
of all A Shares to be issued in exchange of the
Bonds as determined in these Terms and Conditions,
except the person who as the holder of Bonds do not
have the right to exchange Bonds to A Shares. The
Bondholder shall not have right to enforce the
rights under Sections 9.1(ii), 14 and 15, provided
that the Bondholder has enforced its rights under
Section 9.1(i), except to request payment of
accrued interest on Bonds according to these Terms
and Conditions.
As a result of the subscriptions the share capital of
Estonian Telecom Ltd may increase by a maximum of
850,000 new shares, i.e. by a maximum of EEK
8,500,000.102. Redemption and exchangeShare
subscription and payment
10.1 In case all 85,000 Bonds will be exchanged into A
Shares and thus 850.000 new A Shares subscribed,
the share capital of ETL may be increased by the
Management Board of ETL by maximum of EEK
8,500,000. The Management Board of ETL shall have
the right to increase the share capital of ETL
equal to sum of nominal values of A Shares
subscribed for and to be issued by ETL in exchange
to Bonds according to these Terms and Conditions
immediately after the lapse of respective
subscription period.
10.2 The term for Bond exchange and The the A Sshare
subscription period starts:
(i) for series A Bbonds on May 2, 2003 and lasts
until June 2, 2003;
(ii)for series B Bbonds on May 2, 2004 and lasts
until June 2, 2004.
10.3 During the above subscription periods respective
Bondholders who choose to exercise their rights
under Section 9.1(i) shall sign and file written
application (the form of which is attached to these
Terms and Conditions) with the ETL expressing their
will to exchange the Bond and subscribe for A
Shares, number of subscribed A Shares, name,
address and securities' account (kept with the
Estonian Central Register for Securities) number of
the Bondholder, time and the amount to be paid for
A Shares and method of payment, time of
subscription. The Bondholder consents that such
application is entry into subscription list within
the meaning § 260 of Commercial Code.
10.4 The Bond exchange and A Sshare subscription shall
take place at the head office of ETLstonian Telecom
Ltd Roosikrantsi 2, Tallinn or at some other place
being the head office of ETL that time on the basis
of written applications by the Bondholders as
prescribed in Section 10.3 of these Terms and
Conditions.and
possibly at another location to be determined later.
The bond owner has the right during the share
subscription period to choose either to receive his
money, EEK 10 for each bond, or to subscribe the
shares. The shares can be subscribed only by
bondholders that are employed by the Group at the
time of subscription.
10.5 The BondsB shall also be allowed to be exchanged to
A Sshares by such Bondholdersbondholders that have
retired from ETL or SubsidiaryGroup or are heirs of
the Bondholderformer employees of the Group. ETL
holding the Bonds shall not have the right to
exchange such Bonds to A Shares.
10.6 The Bonds (i) of the Bondholders who did not duly
apply for Bond exchange and A Share subscription
before respective Maturity Date or (ii) of the
Bondholders who were unable to duly pay the
subscription price for A Shares shall be
automatically redeemed and purchased by the ETL as
prescribed in Section 14 of these Terms and
Conditions.
113. Share subscription price
11.1 In the event that the Bondholderbondholder decides
to exchange Bonds and subscribe for the A Sshares,
the A Sshare subscription price shall be:
for series A bonds (i) the trade volume weighted
average price of the A share of ETL at the
Tallinn Stock Exchange between January 1 and
January 31, 2001 in case subscription takes
place in exchange for series A Bonds; and.
for series B bonds (ii) the trade volume weighted
average price of the A share of ETL at the
Tallinn Stock Exchange between April 1 and
April 30, 2001 in case subscription takes
place in exchange for series B bonds,.
but in no case lower than weighted average price of
A share of ETL in the Tallinn Stock Exchange on
December 14, 2000.
11.2 The A Sshare subscription price shall always amount
to at least the nominal value of the A Sshare. The
issue price of the Bbond paid shall be calculated
as part of the payment for the subscription price
of the A Sshare. Remaining part of subscription
price for A Share shall be paid to the ETL in money
before or at the subscription for A Share.
11.3 If allowed and to the extent allowed by applicable
law, the Bondholder may instruct in Section 10.3
application that Bondholder irrevocably authorizes
its employer, allowed only in case the latter being
ETL or Subsidiary, to withhold respective remaining
part of subscription price for A Share from the
salary of such Bondholder and to transfer such sum
withheld to the ETL on behalf of the Bondholder.
11.4 In case the sum will not be withheld as described
in Section 11.3 of these Terms and Conditions,
check evidencing due payment of remaining part of
subscription price for A Shares shall be attached
to Section 10.3 application.
124. Registration of shares
A Shares subscribed for and fully paid in according
to these Terms and Conditions and other respective
documents shall be registered in the securities'
book-entry account (kept with the Estonian Central
Registry for Securities) of the
Bondholdersubscriber as prescribed by relevant laws
and regulations.
135. Shareholder rights
13.1 A Shares shall rank pari passu in all respects with
the existing A shares of ETL. ETL will take all
necessary steps and actions to list A Shares in the
Tallinn Stock Exchange main list as soon as
possible after the issue of the A Shares.
13.2 A Shares subscribed by the Bondholdersbondholders
shall entitle the ownerholder of such share to
dividend for the financial year during which the
Bonds exchange and subscription for A Shares
subscription tooakes place. Other shareholder
rights shall commence when the increase of the
share capital of ETL due to issue of A Shares has
been duly registered with the Commercial Register.
14. Redemption and purchase
14.1 Bond shall be redeemed and purchased by the ETL at
the latest on Maturity Date, provided that the
Bondholder has not duly enforced its Section 9.1(i)
right with respect to this Bond.
14.2 The Bonds shall be redeemed at the aggregate of
principal (EEK 10 each) of redeemed Bonds and
interest accrued by the Maturity Date. The ETL is
entitled at any time to purchase any Bonds by
tender or private treaty at any price agreed with
the relevant Bondholder(s).
15. Payments
15.1 Payment of principal and interest in respect of
each Bond shall be made on the basis of information
in the Register, against presentation and surrender
of the Bond certificate or other document
sufficient to evidence title of the Bond at the
registered office of the ETL, unless other place
agreed between the ETL and the Bondholder.
15.2 Payments of principal and interest in respect of
each Bond shall be made by transfer to a bank
account as notified to the ETL and registered with
the Register, within 14 (fourteen) days from any
such amount becomes payable. Payments shall be
subject in all cases to any fiscal or other laws
and regulations applicable thereto.
16. Replacement of Bond certificates
Should any Bond certificate be lost, stolen,
mutilated or destroyed it may be renewed on payment
of such fee not exceeding EEK 50, provided that in
case of lost or destroyed Bond certificate the
Bondholder in writing describes circumstances
connected to above, that in case of stolen Bond
certificate ETL shall be presented respective
document on theft issued by state agency carrying
through investigation, and that in the case of
mutilated Bond certificate the mutilated Bond
certificate must be surrendered before the new Bond
certificate is issued.
176. Extraordinary circumstancesRights in certain cases
17.1 If there is a threat that ETLcompany is placed in
liquidation before the lapse of respective Bonds
exchange and subscription of A Sshares period, the
Bondholderbondholder shall be given an opportunity
to exercise his Section 9.1(i) right before the
liquidation begins within a period of time
determined by the ETL Management BoardBoard of
Directors, to the extent allowed by applicable law.
17.2 If the ETLcompany resolves to merge or if the
ETLcompany resolves to be divided, the Bondholder
bondholder shall before the merger or division of
ETL be given the right to exchange and subscribe
for the A Sshares within a period of time
determined by the ETL Management BoardBoard of
Directors. After such date no subscription right
shall exist., to the extent allowed by applicable
law.
17.3 If the ETLcompany acquires its own shares it does
not require the ETLcompany to take any action in
relation to the Bbonds .
17.4 If the nominal value of the A Sshare is changed
while the share capital of ETL remains unchanged,
these Terms and Conditionssubscription terms shall
be amended so that the total nominal value of the A
Sshares to be subscribed for and the total
subscription price remain the same as prescribed in
these Terms and Conditions. In case of delisting
the A shares of ETL in stock exchanges, the second
sentence of Section 13.1 shall terminate.
18. Disclosure
Copies of the Terms and Conditions and sample
Bond certificates are available for inspection
without payment during normal business hours by the
Subscribers and Bondholders in place(s) as
determined by the ETL. The Bondholders are entitled
to the benefit of, are bound by, and are deemed to
have notice of, all the provisions of the Terms and
Conditions and Bond certificates applicable to
them.
19. Governing Law and Jurisdiction
19.1 These Terms and Conditions and the Bonds are
governed by, and shall be construed in accordance
with, the laws of Estonia.
19.2 Tallinn City Court has jurisdiction to settle any
disputes which may arise out of or in connection
with the Bonds and that accordingly any suit,
action or proceedings arising out of or in
connection with these Terms and Conditions may be
brought in this court.
Hille Võrk
CFO
+372 6 272 460
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