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Etihad GO Telecom Co. Capital/Financing Update 2014

Apr 30, 2014

53483_rns_2014-04-30_3d27a6a5-e2c8-4152-9a2e-5782c7a1c514.html

Capital/Financing Update

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ADDENDUM ANNOUNCEMENT FROM ETIHAD ATHEEB TELECOMMUNICATION COMPANY RELATED TO THE MOU WITH ETIHAD ETISALAT (MOBILY) AND THE NEGOTIATION TO ACQUIRE AN INTEREST IN THE COMPANY'S SHARES.

7040 · 30/04/2014 08:23:28 · Announcement #34496 · View on Saudi Exchange

ADDENDUM ANNOUNCEMENT FROM ETIHAD ATHEEB TELECOMMUNICATION COMPANY RELATED TO THE MOU WITH ETIHAD ETISALAT (MOBILY) AND THE NEGOTIATION TO ACQUIRE AN INTEREST IN THE COMPANY'S SHARES.

Further to the announcement published on Tadawul's website on 29-01-2014 regarding (i) the extension to the long stop date for the satisfaction of certain conditions precedent provided for in the memorandum of understanding (MOU) signed on 20 August 2013 between a subsidiary of Etihad Telecom Company (Mobily) (namely Bayanat Al-Oula Network Services Company (Bayanat) and certain founding shareholders of Etihad Atheeb Telecom Company (Go) (EATC) (namely Atheeb Trading Company, Al Nahla for Trading and Contracting Company, Traco Group for Trading and Contracting and Saudi Internet Company (the Founding Shareholders), and (ii) the challenges faced by Bayanat in structuring the proposed acquisition provided for under the MOU, EATC hereby announces that Bayanat has completed its commercial, financial, technical and legal due diligence in respect of the said acquisition and the structuring thereof and Bayanat is currently in the stages of discussions with:

1- EATC in relation to the appointment of Bayanat as the operator of EATC pursuant to a management agreement the terms and conditions of which remain to be agreed between the parties thereto, and

2- the Founding Shareholders and EATC in relation to the acquisition by Bayanat - as described below - of a significant minority interest in.

EATC (hereafter together referred to as the Proposed Transaction)

With respect to the acquisition element of the Proposed Transaction summarized in 2 above, Bayanat, EATC and the Founding Shareholders are currently are in the stages of discussing structuring the acquisition element as follows:

First: EATC would, as a condition precedent to the above mentioned acquisition, seek shareholder approval to write-off up to one hundred percent (100%) of the accumulated losses of EATC by way of cancelling shares to decrease EATC capital: and

Second: Bayanat would thereafter subscribe for a number of EATC shares representing 20% of EATC total share capital by way of acquiring the Founding Shareholders subscription rights, and exercising such subscription rights, pursuant to a rights issue offering by EATC to its existing shareholders to increase the share capital of EATC.

It should be noted that, while the parties are currently in the stages of discussions, no definitive agreements have been signed in respect of the Proposed Transaction and completion of the Proposed Transaction is subject to obtaining all necessary regulatory approvals including from the Communications and Information Technology Commission and Capital Market Authority. A further announcement will be made if any new developments arise.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.