Tele2 announces the final terms regarding the rights issue


Stockholm - Tele2 AB (publ), (“Tele2” or the “Company”), (NASDAQ OMX Stockholm:
TEL2 A and TEL2 B), announced on October 4, 2016, that the Board of Directors
had resolved on a rights issue (“Rights Issue”) of approximately SEK 3 billion
with preferential rights for existing shareholders. The intention to raise
equity through a rights issue, to maintain the company’s financial strength, was
announced in connection with the TDC acquisition. Today, Tele2’s Board of
Directors announces the final terms for the Rights Issue.
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER
RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE
PRESS RELEASE.

The Rights Issue in brief

· Issue of new A shares and B shares to an amount of approximately SEK 3 billion
with preferential rights for existing shareholders.

· Every existing A share entitles the holder to one (1) subscription right of an
A share and every existing B share entitles the holder to one (1) subscription
right of a B share. Eight (8) subscription rights of A shares or B shares,
respectively, entitle the holder to subscribe for one (1) new share of the
corresponding share class.

· The subscription price amounts to SEK 53 per share. This corresponds to a
discount of approximately 37.1 percent in relation to Tele2 A Shares and
approximately 30.2 percent in relation to Tele2 B Shares of the theoretical ex
-rights price, based on the closing price on October 21, 2016 on Nasdaq
Stockholm.

· Record date for participation in the Rights Issue with preferential rights is
October 31, 2016.

· The subscription period will run from November 2, 2016, up to and including
November 16, 2016.

· Tele2’s largest shareholder, Kinnevik AB (publ), representing 30.34 percent of
the total number of outstanding shares and 47.92 percent of the number of
outstanding votes in Tele2 as of September 30, 2016, has committed to subscribe
for new shares in the Rights Issue corresponding to its pro rata share. In
addition, the First Swedish National Pension Fund (“AP1”), the Second Swedish
National Pension Fund (“AP2”) and the Fourth Swedish National Pension Fund
(“AP4”), whom in total represent 6.60 percent of the total number of outstanding
shares and 4.68 percent of the number of outstanding votes as of the date of
their respective subscription undertaking, have committed to subscribe for new
shares in the Rights Issue corresponding to their pro rata share. Kinnevik, AP1,
AP2 and AP4 have also committed to vote in favor of the Rights Issue at the
Extraordinary General Meeting. For the remaining amount, not committed by
shareholders, Nordea Bank AB (publ), have entered into an underwriting
commitment, subject to customary conditions.

· The Rights Issue is subject to approval by the Extraordinary General Meeting
to be held on October 27, 2016.

· The Rights Issue is carried out in order to maintain the company’s financial
strength, in connection with the acquisition of TDC Sweden. The acquisition of
TDC Sweden is not conditional upon equity financing as Tele2 has available funds
and existing credit facilities in place to finance the acquisition. However, in
conjunction with the announcement of the acquisition of TDC Sweden, Tele2 also
communicated the intention to undertake an equity issue with preferential rights
for existing shareholders to maintain the Company’s financial strength.

Final terms of the Rights Issue
As of the record date, October 31, 2016, every existing A share entitles the
holder to one (1) subscription right of an A share and every existing B share
entitles the holder to one (1) subscription right of a B share. Eight (8)
subscription rights of A shares or B shares, respectively, entitle the holder to
subscribe for one (1) new share of the corresponding share class (primary
preferential right). Shares that are not subscribed for with primary
preferential rights shall be offered to all shareholders for subscription
(subsidiary preferential right). Regarding shares that have not been subscribed
for by virtue of primary or subsidiary preferential rights, the allocation shall
firstly be made to the other subscribers, and secondly to Nordea Bank AB (publ)
in accordance with the underwriting commitment described below.

The Rights Issue will increase Tele2’s share capital by a maximum of SEK
69,770,841.25 from SEK 563,854,173.75 to not more than SEK 633,625,015.00 by an
issue of not more than 55,816,673 new shares, whereof not more than 2,532,613
new A shares and not more than 53,284,060 new B shares in Tele2. After the
Rights Issue, the number of shares in Tele2 will be not more than 506,900,012
shares.

The subscription price amounts to SEK 53 per share. This corresponds to a
discount of approximately 37.1 percent in relation to Tele2 A Shares and
approximately 30.2 percent in relation to Tele2 B Shares of the theoretical ex
-rights price, based on the closing price on October 21, 2016 on Nasdaq
Stockholm. No commission will be charged.

The Rights Issue will raise Tele2 proceeds of a maximum of approximately SEK
2,958 million before issue costs.

The record date at Euroclear Sweden AB for participation in the Rights Issue
with preferential rights is October 31, 2016. This means that the share will be
traded including right to participate in the Rights Issue up to and including
October 27, 2016. The subscription period will run from November 2, 2016, up to
and including November 16, 2016, or such later date as decided by the Board of
Directors.

Trading in subscription rights will be conducted at Nasdaq Stockholm during the
period from and including November 2, 2016, up to and including November 14,
2016.

For shareholders who choose not to participate in the Rights Issue, there will
be a dilution effect of approximately 11 percent. However, shareholders can gain
economic compensation for this dilution by selling their subscription rights.

The Rights Issue is subject to approval by the Extraordinary General Meeting to
be held on October 27, 2016, at 10:00 a.m. (CET) at Bygget Fest & Konferens,
Stockholm, Sweden. For further information, see the press release from October
4, 2016, regarding notice to the Extraordinary General Meeting.

Subscription undertakings, shareholders support and underwriting commitments
Tele2’s largest shareholder, Kinnevik AB (publ), representing 30.34 percent of
the total number of outstanding shares and 47.92 percent of the number of
outstanding votes as of September 30, 2016, has committed to subscribe for new
shares corresponding to its pro rata share of the Rights Issue. In addition,
AP1, AP2 and AP4, whom in total represent 6.60 percent of the total number of
outstanding shares and 4.68 percent of the number of outstanding votes as of the
date of their respective subscription undertaking, have committed to subscribe
for new shares in the Rights Issue corresponding to their pro rata share.
Kinnevik, AP1, AP2 and AP4 have also committed to vote in favor of the Rights
Issue at the Extraordinary General Meeting. In addition, Carnegie Fonder,
Handelsbanken Fonder AB and Nordea Funds, whom in total represents approximately
8.3 percent of the total number of outstanding shares, have expressed their
support for the Rights Issue and their intention to subscribe for their pro rata
share.

For the remaining amount, not committed by shareholders, Nordea Bank AB (publ)
have entered into an underwriting commitment, subject to customary conditions.

Indicative timetable for the Rights Issue

+------------+--------------------------------------------------------------+
|October 27, |Extraordinary General Meeting to approve the Rights Issue     |
|2016        |resolved by the Board of Directors                            |
+------------+--------------------------------------------------------------+
|October 27, |Last day of trading in the shares including right to          |
|2016        |participate in the Rights Issue                               |
+------------+--------------------------------------------------------------+
|October 28, |First day of trading in the shares excluding right to         |
|2016        |participate in the Rights Issue                               |
+------------+--------------------------------------------------------------+
|October 28, |Estimated date for the publication of the prospectus          |
|2016        |                                                              |
+------------+--------------------------------------------------------------+
|October 31, |Record date for participation in the Rights Issue, i.e.       |
|2016        |shareholders who are registered in the share register as of   |
|            |this day will receive subscription rights for participation in|
|            |the Rights Issue                                              |
+------------+--------------------------------------------------------------+
|November 2 –|Trading in subscription rights                                |
|November 14,|                                                              |
|2016        |                                                              |
+------------+--------------------------------------------------------------+
|November 2 –|Subscription period                                           |
|November 16,|                                                              |
|2016        |                                                              |
+------------+--------------------------------------------------------------+
|On or around|Press release of preliminary result of the Rights Issue       |
|November 21,|                                                              |
|2016        |                                                              |
+------------+--------------------------------------------------------------+
|On or around|Press release of final result of the Rights Issue             |
|November 23,|                                                              |
|2016        |                                                              |
+------------+--------------------------------------------------------------+

Financial and legal advisors
Nordea Bank AB (publ) is acting as financial advisor and Advokatfirman Vinge KB
is acting as legal advisor in connection with the Rights Issue.

For more information, please contact:
Louise Tjeder, Head of Investor Relations, Tele2 AB, Phone: +46 704 26 46 52
Angelica Gustafsson, Press Inquiries, Tele2 AB, Phone: +46 704 26 41 42

This information is information that Tele2 AB is obliged to make public pursuant
to the EU Market Abuse Regulation. The information was submitted for
publication, through the agency of the Head of Investor Relations set out above,
at 08.00 CET on October 24, 2016

Important information
This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, any Member State of the European Economic Area (“EEA”) or any other
jurisdiction.

The securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not
be offered or sold, directly or indirectly, in the United States absent
registration under or an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Company does not intend to
register any portion of this offering in the United States or to conduct a
public offering in the United States. Any public offering of securities to be
made in the United States will be made by means of a prospectus that will
contain detailed information about the Company and its management, as well as
financial statements. Copies of this announcement are not being, and should not
be, distributed in or sent into the United States.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Directive. Any purchase of securities of Tele2 pursuant to the
Rights Issue should only be made on the basis of the information contained in
the formal prospectus to be issued in due course in connection with Rights Issue
(the "Prospectus") and any supplement or amendment thereto. The Prospectus
relating to the Rights Issue will contain detailed information about Tele2 and
its management, as well as financial statements and other financial data. The
Prospectus, when published, will be available at the offices of Tele2 at the
address given above.

Offers to the public are permitted in Sweden, the United Kingdom, Ireland,
Denmark, Norway and Finland from and including the date of approval of the
prospectus by the competent authority in Sweden and notified to the relevant
competent authorities in other Member States of the EEA in accordance with the
Prospectus Directive (“Prospectus Publication”), through to and including the
settlement date.

Elsewhere in the EEA, and in advance of Prospectus Publication, this
announcement and this offering are only addressed to and directed at persons in
Member States of the EEA, who are "Qualified Investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The securities are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with Qualified Investors. This
announcement should not be acted upon or relied upon in any member state of the
EEA by persons who are not Qualified Investors.

"Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any
relevant implementing measure in any Member State concerned.

In advance of Prospectus Publication, this announcement is for distribution only
to and is directed only at persons who (i) have professional experience in
matters relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a)
to (d) (“high net worth companies, unincorporated associations etc”) of the
Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom this announcement, to the extent that it constitutes an
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of any securities may lawfully be communicated or caused or be
communicated, or who otherwise may receive this announcement on the basis that
section 21 of the Financial Services and Markets Act 2000 does not apply (all
such persons together being referred to as “relevant persons”). This
announcement is directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to relevant
persons and will be engaged in only relevant persons.

TELE2 IS ONE OF EUROPE'S FASTEST GROWING TELECOM OPERATORS, ALWAYS PROVIDING
CUSTOMERS WITH WHAT THEY NEED FOR LESS. We have 17 million customers in 9
countries. Tele2 offers mobile services, fixed broadband and telephony, data
network services, content services and global IoT solutions. Ever since Jan
Stenbeck founded the company in 1993, it has been a tough challenger to the
former government monopolies and other established providers. Tele2 has been
listed on the NASDAQ OMX Stockholm since 1996. In 2015, we had net sales of SEK
27 billion and reported an operating profit (EBITDA) of SEK 5.8 billion. For
definitions of measures, please see the last page of the Annual report 2015.

Attachments

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