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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date: 1st of April 2006, for the month of March, 2006
TELENOR ASA
(Registrants Name)
Snarøyveien 30,
1331 Fornebu,
Norway
(Registrants Address)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F : þ Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No : þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
TELENOR SELLS STAKE IN INMARSAT
andre børsmeldinger
14.03.06 11:50 Marked=OB TEL
Telenor has today sold 21 165 518 shares in
Inmarsat PLC at £3.78 per share.
The transaction will provide Telenor with total
sales proceeds of £79.5 million and a financial
gain of approximately NOK 906.1 million. The sale
represents 4.6 percent of the share capital in
Inmarsat. After the transaction Telenor owns 0
percent of Inmarsat.
TAX LOSS RELATED TO SALE OF SHARES IN TBS AS
andre børsmeldinger
17.03.06 15:27 Marked=OB TEL
Telenor has today received a notification from
the Norwegian Tax Authorities resulting in that
Telenor, in 2003, realised a tax loss of
approximately NOK 2.5 billion, in connection with
a sale of shares in Telenor Business Solutions AS
from Telenor Eiendom Holding AS, to Telenor
Business Solutions Holding AS.
Telenor has today received a notification from
the Norwegian Tax Authorities resulting in that
Telenor, in 2003, realised a tax loss of
approximately NOK 2.5 billion, in connection with
a sale of shares in Telenor Business Solutions AS
from Telenor Eiendom Holding AS, to Telenor
Business Solutions Holding AS. Telenor has previously not recognised the tax effect of this
loss in its Financial Statements, ref. note 13 to
the Financial Statements for 2003 and 2004. As a
consequence of this decision the Telenor Group
will recognise a reduced tax cost of
approximately NOK 0.7 billion for 2005, with a
corresponding increase in deferred tax assets.
The decision will not affect current taxes for
2005, or previous years, due to tax losses
carried forward.
TEL PROPOSES THAT VIMPELCOM ACQUIRE KYIVSTAR FOR CASH
andre børsmeldinger
20.03.06 08:13 Marked=OB TEL
Telenor today proposed that Russian mobile
operator VimpelCom acquire 100% of Ukrainian
mobile operator Kyivstar for cash. Telenor
believes that if the transaction is completed as
proposed, it will be beneficial for Kyivstar,
VimpelCom and VimpelComs shareholders, as well
as for Telenors shareholders, and will create a
framework for ending Alfas attacks on Telenors
ownership interests in VimpelCom and Kyivstar.
Telenor today proposed that Russian mobile
operator VimpelCom acquire 100% of Ukrainian
mobile operator Kyivstar for cash. Telenor
believes that if the transaction is completed as
proposed, it will be beneficial for Kyivstar,
VimpelCom and VimpelComs shareholders, as well
as for Telenors shareholders, and will create a
framework for ending Alfas attacks on Telenors
ownership interests in VimpelCom and Kyivstar.
`We have today presented a forward looking
proposal that, if implemented on the terms
proposed, would enable VimpelCom to continue on
its path of growth in Russia and the CIS and
allow Kyivstar to be part of that growth,` said
Telenor Executive Vice President and Head of
Eastern/Central Europe, Jan Edvard Thygesen.
`However, we are not prepared to sell Kyivstar to
VimpelCom unless there is a structure in place
that will ensure that Alfas attacks will end.`
Telenors proposal is a response to VimpelComs
February 8 proposal that VimpelCom acquire
Kyivstar for US$5 billion in VimpelCom shares.
Telenor has proposed that VimpelCom acquire
Kyivstar for not less than US$5 billion in cash,
an alternative that VimpelCom CEO Alexander
Izosimov indicated was a possibility in his
conference call with analysts on February 14.
Telenor has set a deadline of March 31 for
indications from VimpelCom and Alfa of their
intent to pursue discussions concerning Telenors
proposal.
One of the principal conditions of Telenors
proposal is that Telenor and Alfa enter into an
agreement providing for a market-based separation
mechanism. If implemented and activated, this
mechanism would permit the party placing the
highest value on VimpelCom to make an offer to
purchase all of the other partys shares in
VimpelCom, and would obligate the other party to
sell all its shares in VimpelCom to the offering
party. Such an arrangement could result in
Telenor or Alfa holding a controlling stake in
VimpelCom. Due to amendments to the Russian Joint
Stock Company Law that will become effective on
July 1, assuming Telenor and Alfa retain their
current levels of ownership in VimpelCom, the
acquiring party would be required to make a
tender offer to all VimpelComs shareholders.
To ensure it can comply with the new mandatory
tender offer requirements of the Joint Stock
Company Law if the proposed separation mechanism
is implemented and later triggered, Telenor has
today filed an amendment to its existing
application to the Federal Antimonopoly Service
of the Russian Federation that, if approved,
would permit Telenor to acquire up to 100% of
VimpelCom.
`Telenor has consistently supported a transaction
involving VimpelCom and Kyivstar, but only if it
makes business sense and the corporate governance
of the combined entity is assured going forward,`
said Thygesen. `Our proposal is designed to
ensure these requirements are met and, if
implemented as proposed, would establish a basis
for ending Alfas attacks on Telenors ownership
interests in VimpelCom and Kyivstar. Telenor has
been an investor in the Russian
telecommunications sector since 1992, and our
preference is to remain a long-term industrial
investor in VimpelCom.`
A press conference will be held at the Arrarat
Hyatt Hotel in Moscow at 1100 hrs local time
(0900 CET) today, Monday 20 March. The press
conference will be streamed live over the
Internet. A recording will also be available
later in the day. Telenor Executive Vice
President and Head of Eastern/Central Europe, Jan
Edvard Thygesen, will present the proposal.
Link to press conference:
http://www.telenor.com/press/webcast/2003006.html
Disclaimer text:
http://www.telenor.com/press/disclaimer/
CONSOLIDATED FINANCIAL STATEMENTS FOR 2005
styrets forslag til årsregnska
29.03.06 15:11 Marked=OB TEL
Today, the Board of Directors of Telenor approved
the financial statements for 2005. Compared to
the preliminary results for 2005, net income
after taxes and minority interests for the Group
for 2005 increased by NOK 686 million. This is
primarily due to a reduced tax cost related to a
sale of shares in Telenor Business Solutions AS
from Telenor Eiendom Holding AS, as announced to
the Oslo Stock Exchange on March 17th 2006.
PROPOSAL OF REDUCTION IN SHARE CAPITAL
kapitalendringer
29.03.06 15:19 Marked=OB TEL
In relation to the approval of the Notice for the
Annual General Meeting in Telenor ASA to be held
May 23rd 2006, the Board of Directors has on
March 29th 2006 decided to propose before the
Annual General Meeting to reduce the share
capital by cancelling the treasury shares and
redeeming a proportionate part of shares owned by
the Ministry.
In relation to the approval of the Notice for the
Annual General Meeting in Telenor ASA to be held
May 23rd 2006, the Board of Directors has on
March 29th 2006 decided to propose before the
Annual General Meeting to reduce the share
capital by cancelling the treasury shares and
redeeming a proportionate part of shares owned by
the Ministry.
The redemption of shares is in line with an
agreement dated May 4th 2005 between Telenor ASA
and the Kingdom of Norway where the Kingdom of
Norway in relation to buyback of own shares by
Telenor ASA is obliged to redeem a
proportionate part of its total shareholding in Telenor ASA.
Further, the Board of Directors has decided to
propose before the Annual General Meeting to
grant the Board of Directors an authorization to
buyback up to 10% own shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Telenor ASA
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By: |
/s/ Trond Westlie
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Name: |
Trond Westlie |
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Title: |
CFO |
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Date: 1st of April, 2006