TELE2 AB Form F-4/A Filed 2018-08-28
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SECURITIES AND EXCHANGE COMMISSION FORM F-4/A Registration statement for securities issued by foreign private issuers in certain business combination transactions [amend] Filing Date: 2018-08-28 SEC Accession No. 0000947871-18-000707 (HTML Version on secdatabase.com) FILER TELE2 AB Mailing Address Business Address SKEPPSBRON 18 SKEPPSBRON 18 CIK:1122535| IRS No.: 000000000 | State of Incorp.:V7 | Fiscal Year End: 1231 PO BOX 2094 PO BOX 2094 Type: F-4/A | Act: 33 | File No.: 333-226947 | Film No.: 181041870 STOCKHOLM V7 103 13 STOCKHOLM V7 103 13 SIC: 4813 Telephone communications (no radiotelephone) 46856200060 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on August 28, 2018. Registration No. 333-226947 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to Form F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TELE2 AB (PUBL) (Exact name of registrant as specified in its charter) Kingdom of Sweden 4813 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Skeppsbron 18 P.O. Box 2094 SE-103 13 Stockholm, Sweden +46 (0)8 5620 0060 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Puglisi & Associates 850 Library Ave Suite 204 Newark, DE 19711 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent of service) Copies to: Erik Strandin Pers David Dixter Marcus Lindberg Mike Bienenfeld Tele2 AB (publ) George Karafotias Com Hem Holding AB (publ) Linklaters LLP Skeppsbron 18 Shearman & Sterling LLP Fleminggatan 18 1 Silk Street P.O. Box 2094 9 Appold Street P.O. Box 8093 London EC2Y 8HQ SE-103 13 London EC2A 2AP SE-104 20 United Kingdom Stockholm, Sweden United Kingdom Stockholm, Sweden Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the Merger described in the enclosed prospectus. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document * The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered(2) Per Share Offering Price(3) Registration Fee(4) Ordinary Class B Shares, SEK 1.25 quota value per share(1) 63,929,392 N/A $780,827,265.74 $97,212.99 (1) Ordinary Class B shares, SEK 1.25 quota value per share (the “Tele2 B shares”), of Tele2 AB (publ), a public limited liability company organized under the laws of the Kingdom of Sweden (“Tele2”), to be issued in connection with the proposed merger (the “Merger”) of Tele2 and Com Hem Holding AB (publ), a public limited liability company organized under the laws of the Kingdom of Sweden (“Com Hem”), described herein. (2) Based upon (a) the number of Com Hem shares estimated to be held by U.S. residents (within the meaning of Exchange Act Rule 12g3-2) as of the date hereof and (b) the ratio of 1.0374 Tele2 B shares for each Com Hem share in connection with the Merger. The securities to be issued in connection with the Merger outside the United States are not registered under this Registration Statement. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the market value of the ordinary shares of Com Hem to be exchanged in the Merger, computed in accordance with Rule 457(f)(1), Rule 457(f)(3) and Rule 457(c) based on (a) the product of (i) $16.69, the average of the high and low sales prices per ordinary share of Com Hem on August 16, 2018, as reported by Nasdaq Stockholm, as translated to U.S. dollars using the exchange rate as of August 16, 2018, and (ii) 61,624,631, the estimated number of ordinary shares of Com Hem to be registered and exchanged in the Merger, less (b) $247,845,540.41, the estimated maximum amount of cash payable to shareholders of Com Hem inside the United States pursuant to the Merger, as translated to U.S. dollars using the exchange rate as of August 16, 2018. (4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $124.50 per $1,000,000 of the proposed maximum aggregate offering price. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. TELE2 MAY NOT DISTRIBUTE AND ISSUE THE TELE2 B SHARES BEING REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND TELE2 IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED AUGUST 28, 2018 Merger of Com Hem with Tele2 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY The Boards of Directors of Tele2 AB (publ), a public limited liability company organized under the laws of the Kingdom of Sweden (together with its consolidated subsidiaries, as the context requires, “Tele2”) and Com Hem Holding AB (publ), a public limited liability company organized under the laws of the Kingdom of Sweden (together with its consolidated subsidiaries, as the context requires, “Com Hem”), have entered into a merger agreement and approved a merger plan that provides for the merger (the “Merger”) of Com Hem with Tele2 (the “Merger Plan”). The Merger will be implemented pursuant to Chapter 23, Section 1 of the Swedish Companies Act (2005:551) (Aktiebolagslagen (2005:551) (the “Swedish Companies Act”), with Tele2 as the absorbing company and Com Hem as the transferring company and, upon completion of the Merger, Com Hem will be dissolved. In connection with the proposed Merger, Tele2 is registering 63,929,392 ordinary class B shares, each with a quota value of SEK 1.25 per share (the “Tele2 B shares”), in the United States. The Tele2 B shares will be offered to shareholders of Com Hem resident in the United States. This document has been prepared for the shareholders of Com Hem resident in the United States to provide detailed information in connection with the Merger. If the Merger Plan is adopted and the Merger completed, shareholders of Com Hem will receive 1.0374 Tele2 B shares and SEK 37.02 in cash in exchange for each ordinary share of Com Hem, each with a quota value of SEK 1.164 per share (the “Com Hem shares”) that they own. Tele2 shareholders will not receive any new shares or cash in the Merger. Tele2 has and the combined company (“Enlarged Tele2”) will have multiple classes of shares with different voting rights; the Tele2 B shares that Com Hem shareholders will receive as Non-Cash Consideration (as defined below) have one vote per share, while Tele2 A shares have 10 votes per share. Tele2 will hold an extraordinary general meeting to consider and vote upon the approval of the Merger Plan between Tele2 and Com Hem and upon the issuance of the Non-Cash Consideration (as defined below) for the Merger. The extraordinary general meeting will be held at Fotografiska Event & Konferens, Stadsgårdshamnen 22 in Stockholm, Sweden on September 21, 2018, at 1:00 p.m.