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-0,92%25.09.2007.Share Distribution With Public Invitation to Subscription and Payment - Telefonija a.d. Beograd
In accordance with Article 26 and 42 of the Law on the Securities Market and Other Financial Instruments and Decision of Securities Commission no. 4/0-03-6483/6-07 of 13.09.2007. AD"Telefonija" Belgrade announces:
PROSPECTUS SUMMARY FOR SHARE DISTRIBUTION WITH PUBLIC INVITATION TO SUBSCRIPTION AND PAYMENT
Prospectus summary contains only general data on securities and issuer. All other data essential to objective assessment of financial and legal status of the issuer of securities, and to rights and liability assessment in specified securities are included in the securities distribution prospectus, available at subscription and payment locations as well as on web site of AD "Telefonija" company, www.telefonija.co.yu .
Prospectus summery shall not include data which could make misleading picture regarding the securities of the issuer, shares intended for distribution and securities already issued by the issuer.
Person who acquires or disposes of voting shares in given joint-stock company, together with related persons, so that their participation in managing of given company reaches, exceeds or drops below 5%,10%,25%,33%50%,66%,75% or 95% of total number of votes in General Assembly of the company, is due, within three days since the inscription date is registered at Central Securities Depository, to inform share issuer on given changes in shares and to inform Securities Commission and Commission for Protection of Competition.
1.1. Title, head office, Identification number, Tax identification number
________________________________________
1.1. Title: Joint-stock company for engineering and trade in telecommunication equipment and services AD "Telefonija"
Head office: Kumodraška 241 Street
IN 07018509
TIN100002895
1.2. Number and date of registration in Agency for business registry: BD 3882/2005 on March 04, 2005.
1.3. Main activity: Rough construction works 45210
1.4. Amount of original capital in latest financial report:
Original capital of financial report on December 31, 2006 is 179.208.000.00 RSD and includes 175.351.000.00 RSD of share capital and 3.857.000.00 RSD of other capital.
1.5. Date of approval of the Decision of competent body of the issuer upon which the distribution of shares is performed: June 11, 2007; the Decision of the General Assembly of AD "Telefonija" company.
1.6. Purpose of funds acquired by share distribution (inclusion of funds purpose in accordance to the Decision):
Increase of basic business activities according to extended requirements and opening of new markets in surrounding area.
New sector of business is also in the process of realization – works on infrastructure construction of distributional gas network on entire territory of Serbia, which is the owner of the infrastructure.
There is a plan for starting a new program in construction of capacities for traffic signalization and intelligent buildings.
It is also planned the participation in realization of the distribution of natural gas in energy sources.
1.7. Indication of locations where final prospectus for distribution of securities and acts of the company are available
Prospectus for share distribution is available at the subscription and payment location, which is Raiffeisenbank a.d. Zoran Đinđić Boulevard 64-а, Novi Beograd.
Review of prospectus is available at the premises of the issuer, A.D. "Telefonija" Kumodraška 241 Street as well as at the premises of distribution agent, Raiffeisenbank a.d. – Broker-dealer Department, Beograd Zoran Đinđić Boulevard 64-а, Novi Beograd, in prescribed period for subscription and payment of shares, each working day from 09 am to 16 pm.
Contacts:
- A.D. "Telefonija" Kumodraška 241 Street, phone number 011/3404-161
- Raiffeisenbank a.d. – Broker-dealer Department, phone number 011/220-7171
2. SHARES TO BE DISTRIBUTED
________________________________________
2.1. Type: shares
Class: common
Mark of the issue:
CFI code: ESVUFR
ISIN number: RSTLFNE 22541
3. SHARE VOLUME
________________________________________
3.1. Nominal value of all securities intended for distribution: 33.250.000.00 RSD
4. NUMBER OF SHARES AND THEIR NOMINAL VALUE
________________________________________
4.1. Total number of securities intended for distribution: 35 000
4.2. Nominal value of single security: 950.00 RSD
5. SELLING PRICE OF THE SHARES
________________________________________
To the shareholders of AD "Telefonija" entitled to pre-emption subscription right, the shares of XI distribution are sold (offered) at a price of 13.500.00 RSD each. For shareholders who used pre-emption subscription right and for all interested persons the price of single share is 15.000.00 RSD. Unsold shares offered to the shareholders upon the pre-emption subscription right shall sell on open sale at a price of 15.000.00 RSD each.
6. SHARE LIABILITIES
________________________________________
6.1. Share rights:
- to participate in the General Assembly.
- to vote in General Assembly on one vote-one share basis.
- to payment of the dividend.
- to participate in distribution of liquidation surplus after the liquidation of the company.
- to pre-emption purchase in coming issues proportionally to the nominal value of the owned shares, in accordance to the Decision on distribution.
- to dispose of shares in compliance to Law.
Liabilities of purchasers:
- Purchasers intending to carry out subscriptions and payments of the shares from this issue are obliged to deliver proof that they have registered ownership account of securities in Central Securities Depository.
- To pay in funds for purchase of subscribed shares in cash, within terms prescribed by the Decision
- To bear the risk of operating of A.D. "Telefonija" Beograd up to the amount of funds paid for the purchase of shares.
6.2. Pre-emption subscription right
6.2.1. Persons entitled to pre-emptive subscription right and payment of shares, and basis of induction of such right (owners of the common shares, holders of warrants, interchangeable bonds, preferential interchangeable shares):
The shareholders are entitled, on the day of announcement of public invitation in daily newspaper, to pre-emptive subscription right and payment of the shares proportionally to the nominal value of the owned shares on the day and according to the records of the Central Securities Depository.
6.2.2. Total number of securities upon which persons claim pre-emption subscription right:
35 000 units of common shares.
7. TERMS FOR SHARE SUBSCRIPTION
________________________________________
7.1. The subscription of securities is available at Raiffeisen Bank a.d. Novi Beograd, Zoran Đinđić Boulevard 64-а, Novi Beograd every working day from 09 am to 04 pm.
7.2. Opening date of subscription and payment of shares is 02.10.2007. and closing date of subscription upon pre-emptive subscription right is 22.10.2007.
7.3. For shareholders who used their pre-emption purchase right, as well as for other interested natural and legal entities, subscription and payment period takes 21 day from 23.10.2007. to 12.11.2007.
7.4. Location and working hours for subscription and payment (business title and address of broker-dealer company or bank, and subscription period).
Subscriptions and payments are carried out at Raiffeisen Bank a.d. Beograd, Zoran Đinđić Boulevard 64-а, Novi Beograd, every working day from 09 am to 04 pm, while the subscription is exercised on specified account no. 265100000004402978.
8. TERMS OF SHARE PAYMENT
8.1. Period intended for share payment (specific inclusion of period intended for payments upon pre-emptive subscription right)
8.2. Opening date of subscription and payment of shares is 02.10.2007.
Complete subscription and payment period is 42 days.
Subscription and payment for shareholders by virtue of their pre-emption purchase right takes 21 day and starts from. 02.10.2007. to 22.10.2007.
8.3. For shareholders who used the pre-emption purchase right and for other interested natural and legal persons, subscription and payment period takes 21 days and starts from 23.10.2007. to 12.11.2007.
8.4. Title. address and working hours of the bank intended for subscription
Subscriptions and payments of securities are carried out at Raiffeisen Bank a.d. Beograd, Zoran Đinđić Boulevard 64-а, every working day from 09 am to 04 pm. Subscriptions and payments of XI share issue may be exercised as late as 04 pm on the last day specified in public invitation.
8.5. Manner for distribution of several subscribed and paid securities to persons making subscriptions and payments of securities:
The shareholders are entitled on the day of announcement of public invitation in daily newspaper to pre-emptive subscription right and payment of the shares of specified issue proportionally to the nominal value of the owned shares on the day, and according to the records of the Central Securities Depository. The distribution of several subscribed and paid securities related to offered number of shares after expiry of pre-emption subscription right period will be made in proportion to decrease of the number of subscribed and paid shares.
8.6. Manner and period of refunding paid amounts in case that selling is unsuccessful, with quoting the interest rate calculated to paid amounts and the manner of its calculation.
AD "Telefonija" Beograd is due, within 7 (seven) day since the date of expiration for subscription and payment of shares, to refund paid funds to subscribers.
9. SECURITIES MARKET
9.1. Title and head office of organized market
Shares of A.D. "Telefonija" are traded on Belgrade Stock Exchange AD Beograd, Omladinskih brigada 1 Street, Novi Beograd
Date of launching the shares on organized market: May 17, 2005
Volume of securities transactions on organized market in previous 6 months with quoting of highest and lowest achieved price:
Highest price 24.899.00 RSD March 22, 2007
Lowest price 4.000.00 RSD June 21, 2006
10. SUMMARY OF ISSUERS GENERAL DATA
Since its beginnings in 1954, AD Telefonija regularly pursues and applies latest telecommunication technologies and products through collaboration with scientific institutions and colleges. Partnership and joint presentation on the market of Serbia and Montenegro with large number of world renowned companies brought AD Telefonija to a leading position in telecommunication area.
After 50 years of existence, Telefonija can boast of years long cooperation, representation and distribution of product lines of significant companies in the area of telecommunication, with the team of competent highly trained and motivated experts with knowledge specialized in line with world trends. Of course, leading edge for such a high position is due to satisfied clients.
Planning and building of telephone networks and communications, telecommunication transferable systems, wireless communication, computer networks, consulting and development of sophisticated telecommunication equipment make the basics of business operatings of AD "Telefonija" company.
10.1. Indication of basic data on business operatings and development perspectives of the issuer:
It is planned additional investments into infrastructure within existing dependent companies amounting to 6 Million Euros assuming ownership over telecommunication and gas distributive networks. Methods of financing: new issue of shares and bank credits.
11. BROKER-DEALER COMPANY AND/OR AUTHORIZED BANK PARTICIPATING IN ORGANIZATION OF PUBLIC INVITATION
11.1. Indication of business title and head office of the agent, and/or sponsor of distribution who participates in organization of securities issue:
Corporative agent of issuer AD "Telefonija" Beograd is Raiffeisenbank a.d. Zoran Đinđić Boulevard 64-а, Novi Beograd
11.2. Indication of business title and head office of the prime organizer of distribution if several persons participate in organization of distribution:
11.3. Indication of contract type of organization of the distribution and type of liability of the agent, and/or sponsor of the distribution:
11.4. Indication of compensation amount which agent, and/or sponsor of the distribution collects from issuer for the services in organization of the distribution, that is, indication of the amount of price difference upon which sponsor of the distribution buys shares from issuer and sells them in distribution procedure.
Compensation for the corporate agent is 80.000.00 RSD.
11.5. Indicate if the duties of the agent and/or sponsor of distribution relate to all or specific part of shares intended for distribution
NOTIFICATION ON OBLIGATION TO ANNOUNCE THE TAKEOVER BID
In accordance with the Law on take-over of the joint-stock company ("Off. Gazette of RS", no. 46/2006), a person who acquires the shares of the issuer, and together with owned shares overreaches 25% of total number of votes given by issuers voting shares, is obliged to instantly and simultaneously inform on this acquisition the managing body of organized market for trading with the shares of the issuer, Commission and the issuer, and to announce an offer for takeover under conditions and in manner prescribed by hereby Law.
Aforementioned obligation relates also to a person who already acquired more than 25% voting shares of the issuer, if he acquires additional shares in given distribution.
Belgrade, August 17, 2007
A.D. "TELEFONIJA"
C.E.O.
B.Sc.Eng. Branimir Bošković
Securities Commission shall not be responsible for authencity and completeness of data mentioned in prospectus summary for share distribution or for capability of securities issuer to fulfill its duties for given securities.
PROSPECTUS SUMMARY FOR SHARE DISTRIBUTION WITH PUBLIC INVITATION TO SUBSCRIPTION AND PAYMENT
Prospectus summary contains only general data on securities and issuer. All other data essential to objective assessment of financial and legal status of the issuer of securities, and to rights and liability assessment in specified securities are included in the securities distribution prospectus, available at subscription and payment locations as well as on web site of AD "Telefonija" company, www.telefonija.co.yu .
Prospectus summery shall not include data which could make misleading picture regarding the securities of the issuer, shares intended for distribution and securities already issued by the issuer.
Person who acquires or disposes of voting shares in given joint-stock company, together with related persons, so that their participation in managing of given company reaches, exceeds or drops below 5%,10%,25%,33%50%,66%,75% or 95% of total number of votes in General Assembly of the company, is due, within three days since the inscription date is registered at Central Securities Depository, to inform share issuer on given changes in shares and to inform Securities Commission and Commission for Protection of Competition.
1.1. Title, head office, Identification number, Tax identification number
________________________________________
1.1. Title: Joint-stock company for engineering and trade in telecommunication equipment and services AD "Telefonija"
Head office: Kumodraška 241 Street
IN 07018509
TIN100002895
1.2. Number and date of registration in Agency for business registry: BD 3882/2005 on March 04, 2005.
1.3. Main activity: Rough construction works 45210
1.4. Amount of original capital in latest financial report:
Original capital of financial report on December 31, 2006 is 179.208.000.00 RSD and includes 175.351.000.00 RSD of share capital and 3.857.000.00 RSD of other capital.
1.5. Date of approval of the Decision of competent body of the issuer upon which the distribution of shares is performed: June 11, 2007; the Decision of the General Assembly of AD "Telefonija" company.
1.6. Purpose of funds acquired by share distribution (inclusion of funds purpose in accordance to the Decision):
Increase of basic business activities according to extended requirements and opening of new markets in surrounding area.
New sector of business is also in the process of realization – works on infrastructure construction of distributional gas network on entire territory of Serbia, which is the owner of the infrastructure.
There is a plan for starting a new program in construction of capacities for traffic signalization and intelligent buildings.
It is also planned the participation in realization of the distribution of natural gas in energy sources.
1.7. Indication of locations where final prospectus for distribution of securities and acts of the company are available
Prospectus for share distribution is available at the subscription and payment location, which is Raiffeisenbank a.d. Zoran Đinđić Boulevard 64-а, Novi Beograd.
Review of prospectus is available at the premises of the issuer, A.D. "Telefonija" Kumodraška 241 Street as well as at the premises of distribution agent, Raiffeisenbank a.d. – Broker-dealer Department, Beograd Zoran Đinđić Boulevard 64-а, Novi Beograd, in prescribed period for subscription and payment of shares, each working day from 09 am to 16 pm.
Contacts:
- A.D. "Telefonija" Kumodraška 241 Street, phone number 011/3404-161
- Raiffeisenbank a.d. – Broker-dealer Department, phone number 011/220-7171
2. SHARES TO BE DISTRIBUTED
________________________________________
2.1. Type: shares
Class: common
Mark of the issue:
CFI code: ESVUFR
ISIN number: RSTLFNE 22541
3. SHARE VOLUME
________________________________________
3.1. Nominal value of all securities intended for distribution: 33.250.000.00 RSD
4. NUMBER OF SHARES AND THEIR NOMINAL VALUE
________________________________________
4.1. Total number of securities intended for distribution: 35 000
4.2. Nominal value of single security: 950.00 RSD
5. SELLING PRICE OF THE SHARES
________________________________________
To the shareholders of AD "Telefonija" entitled to pre-emption subscription right, the shares of XI distribution are sold (offered) at a price of 13.500.00 RSD each. For shareholders who used pre-emption subscription right and for all interested persons the price of single share is 15.000.00 RSD. Unsold shares offered to the shareholders upon the pre-emption subscription right shall sell on open sale at a price of 15.000.00 RSD each.
6. SHARE LIABILITIES
________________________________________
6.1. Share rights:
- to participate in the General Assembly.
- to vote in General Assembly on one vote-one share basis.
- to payment of the dividend.
- to participate in distribution of liquidation surplus after the liquidation of the company.
- to pre-emption purchase in coming issues proportionally to the nominal value of the owned shares, in accordance to the Decision on distribution.
- to dispose of shares in compliance to Law.
Liabilities of purchasers:
- Purchasers intending to carry out subscriptions and payments of the shares from this issue are obliged to deliver proof that they have registered ownership account of securities in Central Securities Depository.
- To pay in funds for purchase of subscribed shares in cash, within terms prescribed by the Decision
- To bear the risk of operating of A.D. "Telefonija" Beograd up to the amount of funds paid for the purchase of shares.
6.2. Pre-emption subscription right
6.2.1. Persons entitled to pre-emptive subscription right and payment of shares, and basis of induction of such right (owners of the common shares, holders of warrants, interchangeable bonds, preferential interchangeable shares):
The shareholders are entitled, on the day of announcement of public invitation in daily newspaper, to pre-emptive subscription right and payment of the shares proportionally to the nominal value of the owned shares on the day and according to the records of the Central Securities Depository.
6.2.2. Total number of securities upon which persons claim pre-emption subscription right:
35 000 units of common shares.
7. TERMS FOR SHARE SUBSCRIPTION
________________________________________
7.1. The subscription of securities is available at Raiffeisen Bank a.d. Novi Beograd, Zoran Đinđić Boulevard 64-а, Novi Beograd every working day from 09 am to 04 pm.
7.2. Opening date of subscription and payment of shares is 02.10.2007. and closing date of subscription upon pre-emptive subscription right is 22.10.2007.
7.3. For shareholders who used their pre-emption purchase right, as well as for other interested natural and legal entities, subscription and payment period takes 21 day from 23.10.2007. to 12.11.2007.
7.4. Location and working hours for subscription and payment (business title and address of broker-dealer company or bank, and subscription period).
Subscriptions and payments are carried out at Raiffeisen Bank a.d. Beograd, Zoran Đinđić Boulevard 64-а, Novi Beograd, every working day from 09 am to 04 pm, while the subscription is exercised on specified account no. 265100000004402978.
8. TERMS OF SHARE PAYMENT
8.1. Period intended for share payment (specific inclusion of period intended for payments upon pre-emptive subscription right)
8.2. Opening date of subscription and payment of shares is 02.10.2007.
Complete subscription and payment period is 42 days.
Subscription and payment for shareholders by virtue of their pre-emption purchase right takes 21 day and starts from. 02.10.2007. to 22.10.2007.
8.3. For shareholders who used the pre-emption purchase right and for other interested natural and legal persons, subscription and payment period takes 21 days and starts from 23.10.2007. to 12.11.2007.
8.4. Title. address and working hours of the bank intended for subscription
Subscriptions and payments of securities are carried out at Raiffeisen Bank a.d. Beograd, Zoran Đinđić Boulevard 64-а, every working day from 09 am to 04 pm. Subscriptions and payments of XI share issue may be exercised as late as 04 pm on the last day specified in public invitation.
8.5. Manner for distribution of several subscribed and paid securities to persons making subscriptions and payments of securities:
The shareholders are entitled on the day of announcement of public invitation in daily newspaper to pre-emptive subscription right and payment of the shares of specified issue proportionally to the nominal value of the owned shares on the day, and according to the records of the Central Securities Depository. The distribution of several subscribed and paid securities related to offered number of shares after expiry of pre-emption subscription right period will be made in proportion to decrease of the number of subscribed and paid shares.
8.6. Manner and period of refunding paid amounts in case that selling is unsuccessful, with quoting the interest rate calculated to paid amounts and the manner of its calculation.
AD "Telefonija" Beograd is due, within 7 (seven) day since the date of expiration for subscription and payment of shares, to refund paid funds to subscribers.
9. SECURITIES MARKET
9.1. Title and head office of organized market
Shares of A.D. "Telefonija" are traded on Belgrade Stock Exchange AD Beograd, Omladinskih brigada 1 Street, Novi Beograd
Date of launching the shares on organized market: May 17, 2005
Volume of securities transactions on organized market in previous 6 months with quoting of highest and lowest achieved price:
Highest price 24.899.00 RSD March 22, 2007
Lowest price 4.000.00 RSD June 21, 2006
10. SUMMARY OF ISSUERS GENERAL DATA
Since its beginnings in 1954, AD Telefonija regularly pursues and applies latest telecommunication technologies and products through collaboration with scientific institutions and colleges. Partnership and joint presentation on the market of Serbia and Montenegro with large number of world renowned companies brought AD Telefonija to a leading position in telecommunication area.
After 50 years of existence, Telefonija can boast of years long cooperation, representation and distribution of product lines of significant companies in the area of telecommunication, with the team of competent highly trained and motivated experts with knowledge specialized in line with world trends. Of course, leading edge for such a high position is due to satisfied clients.
Planning and building of telephone networks and communications, telecommunication transferable systems, wireless communication, computer networks, consulting and development of sophisticated telecommunication equipment make the basics of business operatings of AD "Telefonija" company.
10.1. Indication of basic data on business operatings and development perspectives of the issuer:
It is planned additional investments into infrastructure within existing dependent companies amounting to 6 Million Euros assuming ownership over telecommunication and gas distributive networks. Methods of financing: new issue of shares and bank credits.
11. BROKER-DEALER COMPANY AND/OR AUTHORIZED BANK PARTICIPATING IN ORGANIZATION OF PUBLIC INVITATION
11.1. Indication of business title and head office of the agent, and/or sponsor of distribution who participates in organization of securities issue:
Corporative agent of issuer AD "Telefonija" Beograd is Raiffeisenbank a.d. Zoran Đinđić Boulevard 64-а, Novi Beograd
11.2. Indication of business title and head office of the prime organizer of distribution if several persons participate in organization of distribution:
11.3. Indication of contract type of organization of the distribution and type of liability of the agent, and/or sponsor of the distribution:
11.4. Indication of compensation amount which agent, and/or sponsor of the distribution collects from issuer for the services in organization of the distribution, that is, indication of the amount of price difference upon which sponsor of the distribution buys shares from issuer and sells them in distribution procedure.
Compensation for the corporate agent is 80.000.00 RSD.
11.5. Indicate if the duties of the agent and/or sponsor of distribution relate to all or specific part of shares intended for distribution
NOTIFICATION ON OBLIGATION TO ANNOUNCE THE TAKEOVER BID
In accordance with the Law on take-over of the joint-stock company ("Off. Gazette of RS", no. 46/2006), a person who acquires the shares of the issuer, and together with owned shares overreaches 25% of total number of votes given by issuers voting shares, is obliged to instantly and simultaneously inform on this acquisition the managing body of organized market for trading with the shares of the issuer, Commission and the issuer, and to announce an offer for takeover under conditions and in manner prescribed by hereby Law.
Aforementioned obligation relates also to a person who already acquired more than 25% voting shares of the issuer, if he acquires additional shares in given distribution.
Belgrade, August 17, 2007
A.D. "TELEFONIJA"
C.E.O.
B.Sc.Eng. Branimir Bošković
Securities Commission shall not be responsible for authencity and completeness of data mentioned in prospectus summary for share distribution or for capability of securities issuer to fulfill its duties for given securities.
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