Practical M&A in WorkshopTelecoms

ADVANCED FORUM ON LAW & REGULATION Profit From the New World of Access

Hear From The Experts 25th – 26th May 2006 European Commission The Rembrandt Hotel, London BNetza Top legal and regulatory experts and leading industry figures will share Wanadoo UK their insights on the latest telecommunications issues, including: COLT Telecom • The impact of the future liberalisation and regulation of the and wireless spectrum T-Mobile UK • An in-depth analysis of the 2006 EU Regulatory Framework Cable & Wireless Equant • The cause and effect of growing competition in the fixed, mobile BT and internet sectors and how they impact on you Thus plc • Characteristics, benefits and complexities of Next Generation Technologies Easynet • Analysis of the issues surrounding market structure and sustainable competition Charles Russell • VoIP: Key regulatory, competition and consumer matters in a converged world Mayer Brown Rowe • Best practices for negotiating and structuring Mobile Virtual Network & Maw LLP Operator Transactions Towerhouse Consulting • The regulatory landscape and global dynamics of wireless broadband Baker & McKenzie • The latest on recent consolidations, cases including C&W/Energis, Herbert Smith Sky/Easynet, Ntl/Telewest Olswang Bird & Bird • The most relevant ECJ/CFI decisions on anti-trust, state aid and mergers Warwick Business School CONFERENCE CHAIRMEN Case Associates up to Peter Strivens John Edwards 14.0 Deloitte Partner, Baker & McKenzie Partner, Herbert Smith CPD

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To register call +44 20 7878 6888...or fax +44 20 7878 6885... or visit our website at www.C5-Online.com/Telelaw TELECOMMUNICATIONS LAW & REGULATION

The UK and EU telecoms industries are rife with regulation. The What is the future for fixed telecommunications? How and what are complexities of competition law, the proliferation in new uses of dominant UK and European telecoms providers set to do to open up telecom technologies and ultimate convergence are burgeoning issues their networks to competitors. Hear about these issues and more from at the forefront of the global telecommunications world and the new top legal and regulatory experts and from leading industry experts world of access. including, T-Mobile, NTL, Wanadoo and BT:

This C5 conference on telecommunications law and regulation will give • The hottest issues surrounding spectrum liberalisation you the opportunity to hear and discuss the impact of law and and competition regulation in Europe and the views of the main players in the UK sector. You will benefit from an industry roundtable discussion on • The status of implementing the EU Regulatory Framework the competition issues affecting the UK communications sector, from a Regulators perspective with participants from across the UK communications industry. You will also hear about the status of implementing the 2006 EU • Industry Roundtable discussion on competition in the Regulatory Framework giving you an up to date overview of the UK Communications Market changing landscape of the European telecommunications sector which no other conference has yet addressed. • The rise of M&A Activity and Merger Control in the communications industry

In the UK, broadcasters, mobile operators and wireless broadband • Unresolved issues surrounding margin squeeze abuse cases providers will be vying for use of the broadcasting spectrum due to be freed between 2008 and 2012 as their businesses grow. • How to prepare for the 'Mobile Broadband Revolution' However, what products does the consumer want and how can UK and other EU regulators ensure that telecoms businesses get their fair share of the spectrum pie and existing networks in which to sell Take Advantage of The Workshop M&A in Telecoms. their products? Attending this conference will give you a timely up to date guide on all Learn about the new MVNO market and the legal implications the developments in the fast changing communications world. Don't of creating an MNVO. Listen to the debate on the use of the Voice over miss this unique opportunity to gain a thorough understanding of the Internet Protocol. How will it affect UK, European and global issues at the heart of telecommunications law and regulation. Register markets? Be updated by OFCOM, BNetzA and the now to secure your place at this event by calling + 44 20 7878 6888 or European Commission on the effect regulation will have on you. on line at www.c5-online.com/Telelaw

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Do you want to access In-House Counsel, Private Practice Lawyers, Senior Industry Executives?. For more information about promotional packages which best suit your company's objectives, including networking and pre-arranged, face-to-face meeting opportunities, branding and sponsorship, contact: Guy McCulloch on + 44 (0) 20 7878 6941 or email [email protected]

To register call +44 20 7878 6888...or fax +44 20 7878 6885... or visit our website at www.C5-Online.com/Telelaw Advanced Practical Pre-Conference Thursday, 25th May 2006 Masterclass: Acquiring a Telecommunications Company? The key 8:30 Registration and Coffee ! Legal and Regulatory Considerations 9:00 Chair's Opening Remarks Wednesday, 24th May 2006 Peter Strivens 2:00 pm — 5:00 pm Partner Baker & McKenzie

Emanuela Lecchi Head of EU & Competition Group 9:15 Best Practices for Negotiating and Partner 3.0CPD Structuring Mobile Virtual Network Charles Russell Operator Transactions

Mark Moncreiffe Robyn Durie Partner Regulatory Counsel Charles Russell T-Mobile UK This masterclass is designed to give hands on • Securing a network services agreement: practical advice on the many complex issues to be - outlining a compelling business case considered when acquiring a telecoms company - target group of consumers for MVNO within the current legal and regulatory framework. Given the rise in M&A activity in the telecoms - MVNO specific pricing and service proposition industry it is imperative to understand the - lower cost base of MVNOs issues which arise when acquiring a company in • Use of access and/or interconnection rights a telecoms context. Whether you are a smaller • Material terms of MVNO agreements competitor merging with another smaller competitor or a large national or international company • Regulatory and competition issues with investing in a new market this masterclass will tell MVNO transactions you what you need to know to help you effectively • National roaming agreements carry out the transaction at hand. The current wave of convergence makes this 10:00 Key Changes in the Regulation of Radio masterclass all the more important giving you an in- and Wireless Spectrum depth insight into the changing dynamics of the competitive telecoms arena. Telecoms companies now venture into new business relationships to Professor Martin Cave provide triple and quadruple play products and Director services. In this fast developing environment you Centre for Management under Regulation, Warwick must not miss the opportunity to hear from our Business School leading legal experts who will provide you with a step • The European Commission’s and OFCOM's approach by step analysis of the crucial issues that will affect to managing the radio spectrum you when advising on and executing a telecoms • Costs and benefits of spectrum liberalisation acquisition, including: • Is there a need for harmonisation? • Due diligence issues that may apply to an • Spectrum liberalisation and competition investment in any telecoms service provider • Enforcement issues or operator • Spectrum trading • Reviewing the target company's privacy policies and its compliance with privacy and data • Spectrum pricing protection regulations • Will the removal of restrictions lead to increases • Evaluation of significant contracts in interference? (supplier/customer contracts) • Implications for public sector spectrum users • Accounts and Sarbanes-Oxley • Evaluation of any pending government proceedings 10:45 Morning Refreshments • Concerns for providers of specific telecoms services • Specific concerns that apply to each of the four distinct categories of service providers: fixed, 11:00 The EU Regulatory Framework: mobile, internet and cable The European Commission’s and • Specific concerns that apply to providers of a BNetza’s Perspective converged service – triple/quadruple play providers • Factors of particular importance when the target Paraskevi Michou company is a manufacturer of telecommunications Head of Unit DG Information Society & Media, equipment and software European Commission • The impact of competition and regulation in the assessment of the deal Dr Annegret Groebel Managing Director & Head of International Coordination, BNetzA (German Regulator) • Sector performance • The status of implementing the framework

To register call +44 20 7878 6 • Regulatory best practice – experience • Ofcom's Strategic Review of and reform Telecommunications – the current status • Market analysis process and regulatory • How are the undertakings from BT on best practice operational separation working in practice - fixed line markets • The implications and risks of the contract - broadband markets for industry - mobile markets • The impact of new technologies • Institutional interaction • The convergence of IT & telecoms – where • Reform perspectives is the money? • The 2006 review of the regulatory framework for electronic communications 3:45 Afternoon Refreshments

12:00 The New Regulatory Framework 4:00 Consolidation of the Telecommunications for Fixed Telecommunications: Industry: Legal and Regulatory Issues OFCOM's Perspective Paul Brisby Andrew Heaney Partner Director of Competition Policy Towerhouse Consulting OFCOM • Convergence and vertical mergers • Ofcom's Strategic Review of Telecommunications • Scale/synergies: horizontal mergers - equivalence on products and services • Market structure and sustainable competition - and operational separation • What about fixed/mobile convergence? - next generation networks - why no / media content merger? - enforceability and legal framework • What does consolidation mean for existing/future - Equality of Access Board and governance significant market power determinations? • Other regulatory policy initiatives • Case studies – what do recent consolidations - cost of capital tell us? - undue discrimination guidelines - C&W / Energis - wholesale broadband - Sky / Easynet Case - next generation networks - Ntl / Telewest Studies

REGULATORY PERSPECTIVE REGULATORY - deregulatory measures in the leased lines - CPW / One.tel and large business markets 4:45 Chair's Closing Remarks 12:45 Networking Lunch 5:00 Conference Adjourns 2:15 UK Communications Market: Implications, Risks and Opportunities in the New Competitive Environment Friday, 26th May 2006

Andrew Garard Head of Legal 8:30 Coffee ! Cable & Wireless

Marcel Grijsen 9:00 Chair's Opening Remarks Regulatory Counsel EMEA Equant John Edwards Partner Peter McCarthy-Ward Herbert Smith Director of Equivalence BT 9:15 VoIP: Key Regulatory, Competition Richard Sweet and Consumer Matters in a New Era Head of Regulation and Interconnect THUS plc Sara-Jane Amey Head of Regulatory Affairs Dave Simpson NTL Head of Regulatory Affairs Easynet • VoIP – terminology and what it really means • The regulatory landscape Tony Cooper • VoIP as an enabler for the new entrant, new markets Partner and new competition Deloitte • VoIP and triple play – the strategic role of IP voice in a converged world Moderator • VoIP and the consumer INDUSTRY ROUNDTABLE DISCUSSION ROUNDTABLE INDUSTRY Rob Bratby Partner Mayer, Brown, Rowe & Maw LLP 6888... or fax +44 20 7878 6885... or visit our website a 10:00 Legal & Regulatory Issues for Next - justification Generation Technologies • Case law on margin squeeze: Deutsche Telekom, Wanadoo Interactive Colin Long • Unresolved issues in margin squeeze abuse cases Partner - legal basis of the margin squeeze abuse Olswang - testing for margin squeeze - control of the upstream and downstream prices Robin Saphra Commercial Director & Head of Legal & Regulatory - new and emerging markets COLT Telecom - the need to show anti-competitive effects • The future for margin squeeze • Next generation (IP) networks: characteristics and benefits • Incentivising investment and securing fair 2:30 How to Prepare for the Mobile access rights Broadband Revolution • The access network and the core network: points of interconnect Marjolein Geus • Access to intelligence and application layers: Partner implications for competition Bird & Bird (the Netherlands) • Transition and migration; parallel running • Regulatory landscape and global dynamics • Next generation operational support systems of wireless broadband • Charging models; capacity and/or service based? • What can WiMAX do? Does Internet 'sender keeps all'/peering model work for NGNs? • What are the revenue generators? • Role of the regulator: facilitator, moderator or spectator? • Issues still to be resolved • What could possibly go wrong? • A shake-up of the competitive structure • The impact of VoIP 11:15 Morning Refreshments 3:15 Afternoon Refreshments 11:30 Recent Developments in Competition Law in the Telecommunications Sector 3:30 Key Convergence Issues: An ISP Perspective Lambros Papadias DG Competition Simon Persoff European Commission Director of Regulatory Affairs Wanadoo UK • What is the cause, effect and impact of growing competition in the fixed, mobile and internet sectors? • Persisting access bottlenecks • Lessons to be drawn from the Article 7 market analysis: - regulatory and competition issues involved - VoIP, NGNs and internet services - evidence from the UK - are markets converging? - price competition v quality competition - is market power being diluted - possible solutions: • EU – update on relevant Commission decisions - appropriate and adequate regulation for and judgements of the ECJ/CFI in: access issues - antitrust - timely and correct implementation of the NRF - state aid - ladder of investments - mergers • New competitive issues arising out of the convergence • State financing of broadband networks: - premium content as an issue Is it a state aid? - intra-platform competition and access to content • Developments in the UK involving decisions by - solution to content bottleneck Ofcom and judgements of the Competition • Impact upon Universal Service Appeal Tribunal 4:15 Chair's Closing Remarks 12:15 Networking Lunch 4:30 Conference Closes 1:45 Margin Squeeze: Principles, Cases and Unresolved Issues

Dr Cento Veljanovski WHO SHOULD ATTEND? Managing Partner Case Associates • In-House Counsel • Private Practice • Principles of margin squeeze abuse Lawyers - the dominant firm is vertically integrated • Senior Industry Executives • In House Regulatory - input is essential to downstream competitors Counsel - profitability t www.C5-Online.com/Telelaw ©C5, 2006 TELECOMMUNICATIONS LAW & REGULATION (Please photocopy for additional delegates) ! Please Register Me for Telecommunications Law & Regulation Ref: 559L06-LON Please return to C5 CHOOSE ONE OF Albert House, 1-4 Singer Street, London EC2A 4BQ 5 EASY WAYS TO REGISTER Please do not remove a label if affixed; it contains your customer code. Please complete and return ! registration form with cheque ! Fax +44 (0) 20 7878 6885 Registrations +44 (0) 20 7878 6888 ℡ Enquiries +44 (0) 20 7878 6886 Website " www.C5-Online.com/Telelaw Ref: 559L06.P Email # [email protected] TITLE ______NAME ______

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DATA PROTECTION: Personal data is gathered in accordance with the Data Protection Act 1998. The DELEGATE CANCELLATION information you provide will be held on a database and may be used by C5 to inform you of relevant Delegates may cancel their registration and receive the return of registration events and products. Your details may occasionally be made available to other companies for marketing fees paid less 15% thereof providing they notify C5 in writing prior to 12 March purposes. If you do not wish your details to be used in this way, please email [email protected]. 2006. Substitution of delegates is permitted. C5 reserves the right to cancel any conference it deems necessary and will, in such an event, make a full refund of VOLUME DISCOUNT any registration fee. No liability is assumed by C5 for changes in programme date, content, speakers and venue. Any firm or company registering three people at the same time for the same conference location will be entitled to a fourth registration free of charge. If you would like to sponsor or exhibit at this event, please contact our sponsorship team on +44 (0) 20 7878 6968 or email PAYMENT MUST BE RECEIVED PRIOR TO THE CONFERENCE [email protected] for more information.