Egypt’s Global Telecom Holding (GTH) has successively completed the sale of its 51% interest in Omnium Telecom Algeria, which formerly known as Orascom Telecom Algérie, OTA or Djezzy, for US$2.6 billion.
VimpelCom Ltd. and its Egypt’s subsidiary Global Telecom Holding, announced on Sunday the closing of the sale by GTH of a 51% interest in Omnium Telecom Algeria SpA (formerly known as Orascom Telecom Algérie SpA, OTA or Djezzy) to the Algerian National Investment Fund, Fonds National d’Investissement (the FNI), for US$ 2.6 billion.
GTH and the FNI have entered into a shareholders’ agreement (the “Shareholders Agreement”), which governs their relationship as shareholders in OTA going forward. GTH will continue to exercise operational control over OTA and, as a result, both GTH and VimpelCom will continue to fully consolidate OTA.
From his part, Jo Lunder – Chief Executive Officer of VimpelCom – commented: “Today, we have entered into a long-term relationship with the Algerian National Fund, creating a private-public ownership structure for Djezzy. With this new ownership structure, Djezzy is positioned better than ever to lead the way in Algeria, offering customers high quality mobile services and the best digital experience. The deal, on a group level, also releases significant cash amounts to GTH and VimpelCom to pay down gross debt.”
Settlement of Disputes
At Closing, GTH terminated its international arbitration against the Algerian State initiated on April 12, 2012 and the parties to the arbitration settled the arbitration and all claims relating thereto. At the same time, the foreign exchange and import restrictions put in place by the Bank of Algeria against OTA on April 15, 2010 were lifted, following the payment by OTA to the Algerian Treasury of the fine of DZD 99 billion (equivalent to approximately USD 1.1 billion). In addition, OTA has written off the related tax receivable on its balance sheet.
Shortly prior to Closing, OTA and its wholly-owned subsidiary Optimum Telecom Algerie S.p.A. established credit facilities with a syndicate of Algerian and international banks in an amount of DZD 82 billion (approximately USD 0.9 billion).
Agreement with OTA’s minority shareholder Cevital
GTH and Cevital S.p.A., a minority shareholder in OTA (“Cevital”), amended their previously disclosed Framework Agreement. Pursuant to the amended Framework Agreement, following Closing, Cevital will continue to be a shareholder in OTA and will hold 3.43% of the share capital of OTA. At Closing, the existing OTA shareholder arrangements to which Cevital was a party were terminated and Cevital dismissed all pending litigation against OTA in settlement for a dinar payme nt by OTA equating to approximately USD 50 million plus Cevital’s entitled share of the pre-Closing dividend paid by OTA to its shareholders.
Use of Proceeds
Total net proceeds, including OTA dividends in respect of the financial years 2008-2013 paid to GTH, amounting to approximately USD 3.8 billion net of all taxes and after settlement of all outstanding disputes between the parties as well as the payment of associated fines, will be used to pay down existing shareholder loans provided by VimpelCom to GTH.