Panafon Hellenic Telecom Co S.A.
26 October 2000
STRATEGIC MERGER OF PANAFON - PANAFON EMPORIKI - UNIFON
The Boards of Panafon, Panafon Emporiki S.A and Unifon S.A
announce their intention to merge. The three companies will
merge under a corporate scheme whereby Panafon will acquire the
whole of the issued share capital of both Panafon Emporiki and
Unifon that it does not already own. Panafon Emporiki and
Unifon are Panafon's largest service providers.
The merger is subject to approval from the shareholders general
assembly as well as clearance from legal and regulatory
authorities.
Panafon currently owns 100% of the share capital of Panafon
Emporiki and has a 19.6% stake in Unifon, which is listed on
the Athens Stock Exchange. Subject to independent valuation
and other legal procedures the Boards of Directors estimate
that the ratio of the relative values of UNIFON and PANAFON is
1 to 19.1 respectively. Further details of the transaction will
be announced in due course and the merger is expected to be
completed within the next 5-6 months.
This announcement cancels the previously announced proposals
(on 25/7/00) with regard to the merger between Panafon Emporiki
and Unifon whereby Unifon was to acquire the whole of the
issued share capital of Panafon Emporiki. The 'new' merger is
considered to be more attractive for customers, shareholders
and employees.
PANAFON after the completion of the merger will own an
extensive nation-wide distribution network of retail outlets.
The combined retail outlets strength of UNIFON and PANAFON
Emporiki is approx. 1200 points of sale, servicing two thirds
of PANAFON's customer base which currently exceeds 2 million.
This strategic merger is in line with Panafon's strategy to
consolidate its distribution network. This new scheme will
benefit from significant economies of scale arising from the
existing synergies between Panafon and its two merged service
providers and a stronger capital and cash flow structure.
Telesis Securities S.A. acts as the merger advisor.
Note:
Panafon currently owns 100% of the share capital of Panafon
Emporiki (already consolidated into PANAFON's results).
Panafon has a 19.6% shareholding in Unifon which is listed in
the Athens Stock exchange since June 1999, and is trading under
the following symbols: Bloomberg: UFON GA, Reuters: UNIr.AT
Unifon's financial year end is 31st December.
Unifon's basic financials for the six months ended 31st June
2000 based on Greek GAAP are the following:
Turnover GRD 43,572 m
Pre Tax Income GRD 744 m
EPS before tax GRD 15.51
Customer base: 32% of PANAFON's customers
George Stefanopoulos
Panafon Group Investor Relations Executive,
Tel: +301 6160406,
Maria Kaini,
Panafon Investor Relations Analyst,
Tel: + 301 6160692,
(email: [email protected], website: www.panafon.gr)
Lulu Bridges,
Tavistock Communications,
Tel: +(44) 20 7600 2288
Nicolas Bornozis ,
Capital Link,
Tel: +(1) 212 661 7566
Notes to Editors:
1. Panafon's shares are quoted on the Athens Stock Exchange
and its GDSs are quoted on the London Stock Exchange. The
shares began trading on Monday 7 December 1998.
2. Panafon has 512, 500,000 shares in issue.
3. Panafon is a shareholder in:
Panafon Emporiki (previously Panavox) 100.00 per cent
Panafon Services 100.00 per cent
Panafon Multimedia 100.00 per cent
Radio Korassidis Telecom 26.11 per cent
Unifon 19.56 per cent
Mobitel 25.01 per cent
Citicom 11.518 per cent
Ideal Telecom 51.00 per cent
(following completion
of all legal
procedures)
4. Panafon was awarded a license to operate a GSM network in
Greece for a period of 20 years in August 1992. The network
commenced operations on 1 July 1993.
5. Panafon's shareholding structure is as follows:
Vodafone Group Plc 55 per cent
France Telecom 3 per cent
Intracom S.A. 10 per cent
Free float 32 per cent
PANAFON listings:
Shares: Athens SE, Reuters PANr.AT. Bloomberg PANF GA. Nominal
value GRD 100. ISIN GRS 307 333 005. SEDOL 556 0349.
GDRs: LSE . Reuters PANq.L. Bloomberg PFH GR, PFHD LI. ISIN US
6981 132 060. SEDOL 556 0361.
Rule 144A: Bloomberg Nasdaq 2250Q US. ISIN US 6981 131 070.
SEDOL 230 2629
Indices: FTSE/ASE 20, FTASE, 3.267%. Bloomberg Europe, BE500,
.140%.
BBG Eur Telecom, BETELES, 1.190%. BBG Europ Techn, BETECH,
1.237%.