T-Hrvatski Telekom (Reuters: THTC.L, HT.ZA; Bloomberg: THTC LI, HTRA CZ), Croatia’s leading telecommunications provider, announces that it has received the resolution of the Croatian Competition Agency (“Agency” or “AZTN”), whereby the concentration of T-HT with Optima Telekom (“Optima” or “OT”), based on the proposal of financial and operational restructuring of Optima within the pre-bankruptcy settlement procedure, is deemed to be conditionally allowed, on condition of acceptance of measures for the removal of negative impacts arising from this concentration.
On 28 June, 2013, T-HT submitted to AZTN a request for approval of the concentration with OT. This request was based on a proposal for the financial and operational restructuring of OT as part of OT’s pre-bankruptcy settlement procedure. The proposal for financial and operational restructuring anticipates that, along with other creditors, the two largest creditors of OT - Zagrebačka banka d.d. and T-HT - shall convert their claims into Optima’s share capital. In compliance with that plan, Zagrebačka banka d.d. and T-HT concluded a contract regulating their relationship with respect to OT after the implementation of OT’s pre-bankruptcy settlement in such a way that Zagrebačka banka, as largest OT shareholder, will transfer its management rights arising from its shares to T-HT, the second largest OT shareholder, which will grant T-HT management and control over OT.
AZTN has determined a set of measures defining the rules of conduct for T-HT with regard to management and control over OT. The duration of the concentration of T-HT and Optima shall be limited to a period of four years, starting from T-HT's acquisition of control over OT. Upon expiry of the third year of the concentration, T-HT shall initiate a sales procedure for all its shares in OT, wherein it shall also have the right to sell OT shares held by Zagrebačka banka. After the expiry of the four-year concentration period, the contract between Zagrebačka banka and T-HT will end, as will T-HT's control over Optima. T-HT shall upon expiry of the concentration transfer its management rights arising from its shares in OT to Zagrebačka banka or a third party which is not related to T-HT and shall authorise Zagrebačka banka to sell all T-HT's shares in Optima.
The procedure for the acquisition of management and control over OT by T-HT has not been completed with today’s resolution of the Agency. Namely, this procedure also includes the conclusion of the pre-bankruptcy settlement and its confirmation by the competent Commercial Court in Zagreb. Moreover, the General Assembly of OT will need to adopt a decision on the issuance of new shares, as well as other decisions in accordance with conditions of the pre-bankruptcy settlement.