Forthnet S.A.
Announcement.
Forthnet S.A. ("Forthnet") announces the following:
1. On 30 July 2008, Forthnet was notified of the decision 491/028 issued by the Plenum of the National Telecommunications and Post Committee ("ΕΕΤΤ"), pursuant to which it was unconditionally approved the acquisition (the "Acquisition") by Forthnet of NetMed N.V. and Intervision (Services) B.V. (together the "Acquired Companies") and the notified concentration effected through the Acquisition, as far as the wholesale market of radiotelevision services is concerned. In addition, in accordance with the above decision of ΕΕΤΤ, the change of control of SYNED S.A., a subsidiary of NetMed N.V., occurred through the Acquisition was also approved.
2. On 31 July 2008, Forthnet was notified of the decision 409/V/2008 issued by the A' Department of the Greek Competition Committee, pursuant to which it was unconditionally permitted the implementation of the concentration effected through the Acquisition.
3. Moreover, Forthnet was informed that the Acquisition was unconditionally approved by the Authority of the Republic of Cyprus which is competent on Competition Matters, whilst the formal notification of the relevant decision is pending.
4. Finally, the completion of the Acquisition does not require the approval of the National Radiotelevision Council and E.R.T. S.A., according to the relevant letters sent to Multichoice Hellas S.Α. and NetMed Hellas S.A., which are subsidiaries of NetMed N.V..
As a result of the above Forthnet has obtained all regulatory approvals required to complete the Acquisition, as more particularly set out in the Prospectus relating to its on-going share capital increase, which has been approved and published in accordance with Law 3401/2005, as well as in its relevant announcements.
Finally, it is reminded that completion of the Acquisition is subject to the successful completion of Forthnet's on-going share capital increase and the satisfaction of certain other conditions by both the sellers of the Acquired Companies and Forthnet. As set out in the above Prospectus, it is expected that the Acquisition will be completed within August of this year, unless unforeseen circumstances have occurred.
This announcement is made pursuant to Law 3340/2005, the decision 3/347/2005 of the Capital Market Commission, Law 3556/2007 and paragraph 4.1.3 et seq. of the Rule Book of the Athens Exchange.
This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that Forthnet will issue pursuant to its share capital increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in Forthnet's Prospectus approved and published in connection with the offering and the admission of Forthnet's shares to trading on the Athens Exchange, in accordance with Greek Law 3401/2005.
This announcement may not be released distributed or otherwise published, directly or indirectly, in or into the United States, Australia, Canada or Japan. This announcement and the information contained herein does not contain or constitute an offer for sale, or solicitation of an offer to purchase shares in Forthnet, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. Forthnet's shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless such shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the Company's shares will be made in the United States.
This announcement is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e. investment professionals within the meaning of the Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("the Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as " relevant persons").
The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
1. On 30 July 2008, Forthnet was notified of the decision 491/028 issued by the Plenum of the National Telecommunications and Post Committee ("ΕΕΤΤ"), pursuant to which it was unconditionally approved the acquisition (the "Acquisition") by Forthnet of NetMed N.V. and Intervision (Services) B.V. (together the "Acquired Companies") and the notified concentration effected through the Acquisition, as far as the wholesale market of radiotelevision services is concerned. In addition, in accordance with the above decision of ΕΕΤΤ, the change of control of SYNED S.A., a subsidiary of NetMed N.V., occurred through the Acquisition was also approved.
2. On 31 July 2008, Forthnet was notified of the decision 409/V/2008 issued by the A' Department of the Greek Competition Committee, pursuant to which it was unconditionally permitted the implementation of the concentration effected through the Acquisition.
3. Moreover, Forthnet was informed that the Acquisition was unconditionally approved by the Authority of the Republic of Cyprus which is competent on Competition Matters, whilst the formal notification of the relevant decision is pending.
4. Finally, the completion of the Acquisition does not require the approval of the National Radiotelevision Council and E.R.T. S.A., according to the relevant letters sent to Multichoice Hellas S.Α. and NetMed Hellas S.A., which are subsidiaries of NetMed N.V..
As a result of the above Forthnet has obtained all regulatory approvals required to complete the Acquisition, as more particularly set out in the Prospectus relating to its on-going share capital increase, which has been approved and published in accordance with Law 3401/2005, as well as in its relevant announcements.
Finally, it is reminded that completion of the Acquisition is subject to the successful completion of Forthnet's on-going share capital increase and the satisfaction of certain other conditions by both the sellers of the Acquired Companies and Forthnet. As set out in the above Prospectus, it is expected that the Acquisition will be completed within August of this year, unless unforeseen circumstances have occurred.
This announcement is made pursuant to Law 3340/2005, the decision 3/347/2005 of the Capital Market Commission, Law 3556/2007 and paragraph 4.1.3 et seq. of the Rule Book of the Athens Exchange.
This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that Forthnet will issue pursuant to its share capital increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in Forthnet's Prospectus approved and published in connection with the offering and the admission of Forthnet's shares to trading on the Athens Exchange, in accordance with Greek Law 3401/2005.
This announcement may not be released distributed or otherwise published, directly or indirectly, in or into the United States, Australia, Canada or Japan. This announcement and the information contained herein does not contain or constitute an offer for sale, or solicitation of an offer to purchase shares in Forthnet, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. Forthnet's shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless such shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the Company's shares will be made in the United States.
This announcement is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e. investment professionals within the meaning of the Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("the Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as " relevant persons").
The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.