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Telenor ASA 372,151,899 Ordinary Shares in the Form of Ordinary Shares Or American Depositary Shares

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Telenor ASA 372,151,899 Ordinary Shares in the Form of Ordinary Shares Or American Depositary Shares BOWNE OF LONDON 12/03/2000 15:16 BL/SM NO MARKS NEXT PCN: 003.00.00.00 -- Page/graphics valid (12/03/2000 15:55) X42481 002.00.00.00 29X Telenor ASA 372,151,899 Ordinary Shares in the form of ordinary shares or American Depositary Shares This is an initial public offering of ordinary shares of Telenor ASA, a public limited company organized under the laws of the Kingdom of Norway. The ordinary shares are being sold in the form of ordinary shares and American Depositary Shares, or ADSs. Each ADS represents three ordinary shares. This offering is part of a global offering of 372,151,899 ordinary shares. In addition to this offering of ordinary shares to institutional investors outside of Norway and the United States, the global offering includes an offering to retail investors in Norway, an offering in the United States and an offering to institutional investors in Norway. The offering to retail investors in Norway includes an offering of ordinary shares to Telenor employees in Norway. All of the 372,151,899 ordinary shares to be sold in the global offering are being offered by Telenor ASA. Prior to this offering, there has been no public market for the ordinary shares or the ADSs. Retail investors in Norway are entitled to receive a discount from the initial public offering price, with Telenor employees entitled to a further discount, up to specified limits. In addition, retail investors in Norway, including Telenor employees, are entitled to receive one additional ordinary share for every ten ordinary shares that they purchase and hold through December 3, 2001, up to specified limits. The ordinary shares have been approved for listing on the Oslo Stock Exchange under the symbol ‘‘TEL’’ and the ADSs have been approved for quotation on the Nasdaq National Market under the symbol ‘‘TELN’’. See ‘‘Risk Factors’’ beginning on page 9 to read about factors you should consider before buying the ordinary shares or ADSs. This prospectus is intended for use only in connection with offers and sales of these securities outside the United States and is not to be sent or given to any person within the United States. These securities are not being registered under the U.S. Securities Act of 1933 for the purpose of sales outside the United States. Offer price: NOK 42.00 per ordinary share and US$13.625 per ADS Telenor ASA and the Kingdom of Norway may, in their discretion, pay to some or all of the underwriters (other than the U.S. underwriters) and the managers of the Norwegian retail offering after the closing an additional commission related to pre-pricing performance in an aggregate amount of up to NOK 0.063 times the total number of ordinary shares sold in the global offering. To the extent that the underwriters sell more than 344,058,509 ordinary shares, the underwriters have the option to purchase from the Kingdom of Norway, acting through the Norwegian Ministry of Trade and Industry, up to an additional 51,608,776 ordinary shares (in the form of ordinary shares or ADSs), which represents 15% of the ordinary shares sold in the global offering (excluding the shares sold in the Norwegian retail offering), at the initial public offering price less the selling concession. Telenor ASA will not receive any of the proceeds from the sale of ordinary shares or ADSs being sold by the Kingdom of Norway. The underwriters expect to deliver the ordinary shares and ADSs to purchasers against payment on or about December 7, 2000. Joint Global Coordinators Goldman Sachs International DnB Markets International Offering Goldman Sachs International Merrill Lynch International Credit Suisse First Boston DnB Markets HSBC Dresdner Kleinwort Benson Schroder Salomon Smith Barney Norwegian Institutional Offering DnB Markets Christiania Markets Goldman Sachs International Orkla Enskilda Sundal Collier Fondsfinans Pareto Advisor to the Norwegian Ministry of Trade and Industry Advisor to Telenor ASA Deutsche Bank Lazard Prospectus dated December 3, 2000 BOWNE OF LONDON 12/01/2000 19:56 BL/SM NO MARKS NEXT PCN: 004.00.00.00 -- Page is valid, no graphics X42481 003.00.00.00 34X BOWNE OF LONDON 12/03/2000 09:59 BL/SM NO MARKS NEXT PCN: 005.00.00.00 -- Page is valid, no graphics X42481 004.00.00.00 27X TABLE OF CONTENTS Page Page Prospectus Summary ********************* 1 Management***************************** 190 Risk Factors ***************************** 9 Relationship between Telenor and the Dividends and Dividend Policy ************* 15 Kingdom of Norway ********************* 196 Exchange Rates************************** 16 Description of the Shares and Use of Proceeds ************************* 17 Share Capital ************************** 198 Capitalization **************************** 18 Nature of the Norwegian Trading Market **** 205 Selected Consolidated Financial and Description of American Depositary Statistical Data ************************* 19 Receipts******************************* 208 Management’s Discussion and Analysis of Taxation ********************************* 216 Financial Condition and Results of Underwriting ***************************** 223 Operations***************************** 23 Validity of Securities ********************** 227 Business ******************************** 85 Experts********************************** 227 Regulation ******************************* 167 Index to Consolidated Financial Statements *** F-1 You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with different information. We are not offering to sell or soliciting offers to buy the ordinary shares and ADSs in places where such offers are not permitted by applicable law. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document. Neither we, the selling shareholder nor any of the underwriters have done anything that would permit a public offering of the ordinary shares or ADSs or possession or distribution of a prospectus in any jurisdiction where action for that purpose is required, other than in the United States and Norway. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. There are restrictions on the offer and sale of the ordinary shares and ADSs offered hereby in the United Kingdom. All applicable provisions of the Financial Services Act 1986 of Great Britain and the Public Offers of Securities Regulations 1995 of Great Britain with respect to anything done by any person in relation to ordinary shares or ADSs offered hereby in, from or otherwise involving the United Kingdom must be complied with. IN CONNECTION WITH THE GLOBAL OFFERING, THE JOINT GLOBAL COORDINATORS OR AFFILIATES OR AGENTS OF THE JOINT GLOBAL COORDINATORS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE ORDINARY SHARES AND/OR ADSS AT LEVELS WHICH MIGHT OR MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE OSLO STOCK EXCHANGE OR THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH STABILI- ZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND, IN ANY EVENT, WILL BE DISCONTINUED 30 DAYS AFTER THE CLOSING OF THE OFFERING. (i) BOWNE OF LONDON 12/03/2000 11:50 BL/SM NO MARKS NEXT PCN: 006.00.00.00 -- Page is valid, no graphics X42481 005.00.00.00 12X [THIS PAGE INTENTIONALLY LEFT BLANK] BOWNE OF LONDON 12/01/2000 19:56 BL/SM NO MARKS NEXT PCN: 007.00.00.00 -- Page is valid, no graphics X42481 006.00.00.00 10X PROSPECTUS SUMMARY This summary highlights selected information from this prospectus and may not contain all of the information that is important to you. You should read the entire prospectus carefully. Telenor Overview We are the leading telecommunications company in Norway, which is among the most advanced telecommunications markets in the world. Norway has the highest or among the highest penetration rates of mobile phone, fixed line digital telephony, personal computer and Internet usage worldwide. We also have substantial international operations and investments, particularly in mobile communications, Internet and Internet protocol-based communications services, satellite services and pay television services. In 1999, we had consolidated total revenues of NOK 33.5 billion and net income of NOK 2.0 billion. We operate in the following core business areas: ) Mobile Communications. We are the leading provider of mobile telecommunications services in Norway with an estimated market share of 69% for digital service as of September 30, 2000. We also have extensive interests internationally with strategic investments in a number of mobile operators abroad, located in the Nordic region, the rest of Europe and Southeast Asia. Including our proportionate share of subscriptions of our associated companies, we had 5.3 million mobile subscriptions at September 30, 2000. ) Telecom. We are the leading provider of fixed network telecommunications services in Norway, offering a full range of services to residential, business and wholesale customers. We have the highest penetration rate of digital, or ‘‘ISDN’’, access channels in the world. We also provide businesses with a range of managed telecommunications and information technology services. ) Broadband Services. We are the leading provider of television-based broadband services to consumers in the Nordic region, through home satellite dish (known as direct-to-home or ‘‘DTH’’), cable and terrestrial broadcast transmission. We are also the leading provider
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