(a) Telenor will have the right to exchange its 49.5 per cent. shareholding in Esat Digifone for a 33 per cent. shareholding in Esat;
(b) subject to this right being exercised by Telenor, Telenor will have the additional right to purchase from BT such shares in Esat as will result in Telenor having 49.99 per cent. in Esat at a total price of $624m (plus interest until exercise). BT will retain rights of control of Esat and (among other rights) have the right to appoint the Chairman of Esat; and
(c) in the event that Telenor does not exercise the right referred to in (a) above, Telenor will sell to Esat its 49.5 per cent. shareholding in Esat Digifone for a consideration of US$1,237.5 million.
Commenting on this agreement, Sir Peter Bonfield, Chief Executive Officer of BT, said:
"We are delighted to have reached this agreement with Telenor and we look forward to building further on the excellent working relationship we have with them."
Tormod Hermansen, Chief Executive Officer of Telenor, said:
"We are very satisfied with this outcome. We have achieved our objective of being able to extend our strong position in Ireland and we are delighted to be working with BT to achieve this."
Jonathan Moggridge +44 207 356 5369
Terje Thon +47 22 77 76 26
Morten Karlsen Sørby +47 22 77 99 14
N M Rothschild & Sons Limited:
Nigel Higgins +44 207 280 5000
Tony Allen +44 207 280 5000
Matthew Metcalfe +44 207 280 5000
Richard Tolkien +44 207 336 9000
Desmond Connor +44 207 336 9000
Howard Covington +44 207 446 8000
N M Rothschild & Sons Limited, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for BT and will not be responsible to anyone other than BT for providing the protections afforded to customers of N M Rothschild & Sons Limited or for providing advice on any matters referred to in this announcement.
Each of HSBC Investment Bank plc and Wasserstein Perella & Co., which are regulated in the United Kingdom by the Securities and Futures Authority Limited, are acting for Telenor AS and will not be responsible to anyone other than Telenor AS for providing the protections afforded to customers of HSBC and Wasserstein Perella & Co or for providing advice on any matters referred to in this announcement.
The Directors of BT accept responsibility for the information contained in this Press Announcement and to the best of the knowledge and belief of the Directors of BT (who have taken all reasonable care to ensure that such is the case) the information contained in this Press Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.