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TIW: CVMQ Rejects Highfields' Application.


Business Editors

MONTREAL--(BUSINESS WIRE)--Feb. 11, 2002

Telesystem International Wireless Inc. ("TIW Tiw (tē`), Norse Tyr (tür), ancient Germanic god. " or the "Company") (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:TIWI TIWI Telesystem International Wireless Incorporated (Montreal, Quebec, Canada) ) (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:TIW) welcomes the Commission des valeurs mobilieres du Quebec (CVMQ)'s ruling rejecting Highfields Capital Limited (Highfields)'s application.

The Commission agreed with TIW's position that Highfields had not acted in a timely manner and had already sought preventive relief before the Ontario Superior Court.

Highfields was asking the CVMQ to hold a hearing to examine if TIW should be required to extend its purchase offer (the "Offer") and request of consents for its 7% Equity Subordinated Debentures ("ESD (1) (Electronic Software Distribution) Distributing new software and upgrades via the network rather than individual installations on each machine. See ESL. ") beyond February 4, 2002. The Offer expired on Monday, February 4, 2002 at 12:00 noon and was successfully completed with over 97% of ESD holders tendering their debentures to the Offer. As a result, the Company took up and paid for the debentures tendered into the Offer.

Highfields alleged that an Order from the Ontario Superior Court rendered on February 2, 2002, in connection with another issuer bid for another TIW security, the TIW Units, was a material change within the meaning of section 130 to 132 of the Quebec Securities Act (QSA QSA Queensland Studies Authority (Australia)
QSA Signal Strength (S1 to S9)
QSA Quality System Assessment
QSA Queens of the Stone Age (rock band) 
) which warranted an extension of the Offer until 11:59 pm on February 13, 2002.

The Offer was part of a comprehensive recapitalization plan involving a number of interrelated in·ter·re·late  
tr. & intr.v. in·ter·re·lat·ed, in·ter·re·lat·ing, in·ter·re·lates
To place in or come into mutual relationship.



in
 transactions including the conversion of debt by Hutchison Whampoa Limited and JP Morgan Partners LLC, the infusion of new capital in the Company, the conversion of Telesystem Ltd's multiple voting shares into subordinate voting shares, the amendment and partial repayment of the corporate bank facility and the acquisition of a majority of Units. For the last two months, TIW collaborated with the TSE and the Securities Commissions-and more recently with the Ontario Superior Court-on various aspects of these transactions, all with a view to enabling the plan to proceed.

Highfields previously attempted to block TIW's recapitalization plan before the Ontario Superior Court. Highfields had filed an application pursuant to the oppression remedy under the sections 241 of the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
  • List of Acts of Parliament of Canada
External links
  • Canada Business Corporations Act ( R.S. 1985, c.
 in connection with TIW's bid for the TIW Units. Highfields had sought to restrain TIW from taking up any Units under its bid, including those locked-up under agreements with Telesystem Ltd, Caisse de depot et placement du Quebec and all its subsidiaries (CDPQ CDPQ Caisse de Dépôt et de Placement du Québec ), and Rogers Telecommunications (Quebec) Inc., and to thereby preclude TIW from fulfilling a condition precedent to its entire recapitalization plan. Highfields' legal arguments were that a component of the plan, namely a funding commitment of up to US$90 million by JP Morgan Partners LLC, Telesystem Ltd and CDPQ, in law, constituted a collateral benefit and that the standard US$100 million cleanup clause in the trust indenture for TIW Units should not be applicable because of its coercive impact in the context of the bid. The Ontario Superior Court accepted Highfields' legal argument but instead of voiding the entire recapitalization plan, as had been desired by Highfields, simply ordered that the funding commitment be made available prorata to ownership of TIW Units and that the cleanup clause be inapplicable.

Forward-looking Statements

This news release may contain certain forward-looking statements that reflect the current views and/or expectations of TIW with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly.

About TIW

TIW is a global mobile communications operator with 4.9 million subscribers worldwide. The Company's shares are listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 ("TIW") and NASDAQ ("TIWI").
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Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Feb 11, 2002
Words:593
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