[UK]
Versatel Telecom International announces that it has received notice that a group of Versatel shareholders headed by Centaurus Capital Limited has filed a request with the Enterprise Chamber of the court of appeals in Amsterdam for a judicial investigation into the affairs of Versatel (enquêteverzoek ) to the extent they relate to the recommended cash offers made by Tele2 Finance B.V. for all issued and outstanding ordinary shares in the capital of Versatel and for all the issued and outstanding 3.875 per cent. convertible senior notes due 2011 convertible into ordinary shares in the capital of Versatel ("Offers"). The other petitioners are SG Amber Fund, Arnhold & S. Bleichroeder Advisers LLC, Mellon HBV Alternative Strategies Limited and Barclays Capital Securities Limited.
In addition, the petitioners will ask the Enterprise Chamber to take provisional measures prohibiting Versatel to take or implement any resolution resulting in, or cooperating with any legal act implementing the Offers and the further actions described in the offer memorandum dated 14 September 2005 ("Offer Memorandum"), including the sale of Versatel Deutschland Holding GmbH, the dividend distribution as described in the explanatory notes to agenda item 4 of the extraordinary general shareholders meeting of Versatel to be held on 29 September 2005, the acceptance of the resignation of the present supervisory board members and their discharge from liability, the appointment of a new managing director and new supervisory board members and any statutory merger or other legal acts described in paragraphs 4.8.4 and 8.8.4 of the Offer Memorandum. Alternatively the petitioners request the Enterprise Chamber to take any other provisional measures that the court may deem fit.
According to the petitioners, their request is based on the following alleged reasons to doubt the policies of Versatel: Versatel recommends Offers that may not have been equally made to all shareholders. The petitioners assume that Talpa Capital B.V. has been given special benefits over and above the EUR 2.20 per share as offered by Tele2 in the Offer Memorandum. Second, the petitioners maintain that the Offers are too low, measured by objective standards and that therefore Versatel's supervisory board and management board should not have recommended these Offers to Versatel shareholders and bondholders. Finally, the petitioners allege that certain consequences of the Offers being declared unconditional as described in the Offer Memorandum are contrary to Dutch law, in particular the distribution of the proceeds of the sale of Versatel Deutschland Holding GmbH to Versatel shareholders and the triangular legal merger contemplated by the Offer Memorandum as one of the means through which Tele2 may acquire full legal control over Versatel.
Versatel disagrees with the allegations of the petitioners and will explain this to the Enterprise Chamber.
A hearing is scheduled before the Enterprise Chamber on Thursday September 22, 2005 at 15.30 hours, during which the petitioners' request for provisional measures will be discussed.
This press release is amongst others a public announcement as meant in article 9b paragraph 1 of the Dutch Securities Markets Supervision Act Decree 1995.
