Telia Company announces proposed sale of part of its stake in Turkcell

Not for release, publication or distribution, directly or indirectly, in whole or in part, into or in the United States, Canada, Australia or Japan or any other jurisdiction in which it would be prohibited by applicable law. This announcement does not constitute or form an offer of securities in the United States, Canada, Australia, Japan or any other jurisdiction. Please see the important notice at the end of this announcement.

Today, Sonera Holding B.V., a wholly owned subsidiary of Telia Company AB, announces the launch of an accelerated bookbuilding offering to institutional investors of approximately 150 million shares in Turkcell Iletism Hizmetleri A.S. (Turkcell), representing approximately 6.8 percent of Turkcell’s issued share capital.
  
Telia Company’s total interest in Turkcell is approximately 38.0 percent of its issued share capital, comprising a 14.0 percent direct stake and 24.0 percent indirect stake. If all offered shares are sold, Telia Company’s direct stake in Turkcell will be reduced to 7.2 percent.
  
Today's proposed sale of a portion of Telia Company's shareholding in Turkcell is consistent with the strategy to focus on operations in the Nordics and Baltics. Telia Company will continue to be the largest shareholder in Turkcell in economic terms post today's proposed transaction. There is no present intention regarding any sale of the shares that represent Telia Company’s indirect interest in Turkcell.
  
The offer price and final number of shares sold will be determined by Telia Company at the conclusion of the bookbuilding process and will be announced in a separate press release. The transaction is expected to settle on May 8 2017.
  
BofA Merrill Lynch, Citi and UBS are acting as Joint Bookrunners for the Offering.
  
Telia Company has undertaken to the Joint Bookrunners not to sell any further shares owned in the 90 days following closing of the sale, subject to waiver by the Joint Bookrunners and customary exceptions.
  
 
This information is information that Telia Company AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17.30 CET on May 3 2017.

  
For more information, please contact our press office +46 771 77 58 30, visit our Newsroom or follow us on Twitter @Teliacompany.

  
Forward-Looking Statements
Statements made in the press release relating to future status or circumstances, including future performance and other trend projections are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Telia Company.


IMPORTANT NOTICE
  
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
  
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the shares referred to herein in the United States, Australia, Canada or Japan or elsewhere.
  
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”), and any investment activity to which it relates will only be engaged in with such relevant persons and it should not be relied on by anyone other than such persons. Persons in the United Kingdom who are not relevant persons and persons in other Relevant Member States who are not Qualified Investors should not take any action on the basis of this announcement and should not act or rely on it. In the Netherlands, this announcement and any offer if made subsequently is directed exclusively at qualified investors (gekwalificeerde beleggers) within the meaning of the Dutch Act on Financial Supervision (Wet op het financieel toezicht).
  
Merrill Lynch International (“BofA Merrill Lynch”), Citigroup Global Markets Limited (“Citi”) and UBS Limited (“UBS”) (together, the “Joint Bookrunners”), each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for Telia Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Telia Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
No prospectus or offering document has been or will be prepared in connection with the Offering. Any investment decision in connection with the Offering must be made on the basis of publicly available information. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete.
Each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
In connection with the Offering, the Joint Bookrunners and any of their affiliates may take up a portion of the shares referred to herein as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Turkcell or related investments in connection with the Offering or otherwise. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
  
None of the Joint Bookrunners or any of their respective affiliates or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Telia Company, Turkcell, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
   
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Telia Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the date they are made.


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