VimpelCom Ltd. (VIP), a provider of telecommunications services headquartered in Amsterdam, and its subsidiary Global Telecom Holding S.A.E. (GLTD.L) or GTH , announced the closing of the sale by GTH of a 51% interest in Omnium Telecom Algeria SpA (formerly known as Orascom Telecom Algerie SpA, "OTA" or "Djezzy") to the Algerian National Investment Fund, Fonds National d'Investissement or "FNI", for US$2.6 billion.
GTH and the FNI have entered into a 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.
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 or approximately $1.1 billion. In addition, OTA has written off the related tax receivable on its balance sheet.
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 or approximately $0.9 billion.
GTH and Cevital S.p.A., a minority shareholder in OTA , amended their previously disclosed Framework Agreement. As per 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 payment by OTA equating to approximately $50 million plus Cevital's entitled share of the pre-Closing dividend paid by OTA to its shareholders.
VimpelCom noted that total net proceeds, including OTA dividends in respect of the financial years 2008-2013 paid to GTH, amounting to about $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.
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