EXHIBIT 7
CONFORMED COPY
Dated 18 July 2003
MILLICOM TELECOMMUNICATIONS S.A.
and
DEUTSCHE BANK AG LONDON BRANCH
SHARE PLEDGE AGREEMENT
in relation to the Facility Agreement
Linklaters
Linklaters Advokatbyra
Strandvagen 7A
Box 5402
XX-000 00 Xxxxxxxxx
Telephone (00-0) 000 00 00
Facsimile (00-0) 000 00 00
Ref JSA/CHP
This Share Pledge Agreement (the "Pledge Agreement") is made on 18 July 2003
between:
(1) Millicom Telecommunications S.A., a societe anonyme incorporated in the
Grand Duchy of Luxembourg under registration number B 64 899 and whose
registered office is at 00, xxxxx xx Xxxxxx, X-0000 Xxxxxxxxxx (the
"Pledgor"); and
(2) Deutsche Bank AG, a company incorporated under the laws of Germany as a
Stock corporation domiciled in Frankfurt am Main (registered under No.
30000 with the District Court of Frankfurt am Main) and acting for the
purposes of this Pledge Agreement through its London branch at
Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX and
registered in the UK with Companies House pursuant to Schedule 21A of
the Companies Xxx 0000 under Company Xx. XX000000, Xxxxxx Xx. XX000000
(the "Pledgee").
The parties referred to above are hereinafter individually referred to as a
"party" or collectively as the "parties".
Whereas:
(A) The Pledgee desires to take a security interest from the Pledgor over
certain Class B shares in Tele2 AB (publ) (and the various rights
pertaining thereto) in respect of certain obligations from time to time
incurred by the Pledgor against the Pledgee under the terms of a
Facility Agreement (as defined below) and any other agreements
ancillary thereto.
It is agreed as follows:
1 Interpretation
1.1 Definitions
In this Pledge Agreement, unless a contrary indication appears, terms
used in the Facility Agreement shall have the same meaning and
construction and:
"Accounts" means the Cash Account and the Deposit Account;
"Cash Account" means an account maintained by Deutsche Bank in the name
of Pledgor for the receipt and retention of cash dividends or any other
cash payments in respect of the Shares;
"Deposit Account" means the deposit account provided by Deutsche Bank
in the name of Pledgor in respect of the Shares;
"Dividends" means, in relation to any Share, all present and future:
(a) dividends and distributions of any kind and any other sum
received or receivable in respect of that Share,
(b) rights, shares, money or other assets accruing or offered by
way of redemption, bonus, option or otherwise in respect of
that Share,
(c) allotments, offers and rights accruing or offered in respect
of that Share, and
(d) other rights and assets attaching to, deriving from or
exercisable by virtue of the ownership of, that Share;
"Enforcement Event" means any event whereby the Pledgor fails to comply
with its payments obligations under the Facility Agreement;
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"Facility Agreement" means the facility agreement dated 18 July 2003
between Millicom Telecommunications S.A. (as Borrower), Millicom
International Cellular S.A. (as Guarantor) and Deutsche Bank AG London
(as Lender);
"Liabilities" of the Pledgor means all present and future moneys, debts
and liabilities due, owing or incurred by it to the Pledgee under or in
connection with the Facility Agreement (in each case, whether alone or
jointly, or jointly and severally, with any other person, whether
actually or contingently and whether as principal or otherwise);
"Pledged Assets" means the assets from time to time subject, or
expressed to be subject, to the Pledges or any part of those assets;
"Pledges" means all or any of the security interest (Sw: pantratt)
created or expressed to be created by or pursuant to this Pledge
Agreement;
"Power of Attorney" means a power of attorney, granted by the Pledgor
in favour of the Pledgee substantially in the attached form in Schedule
2;
"Shares" means 8,968,414 fully paid Class B shares (Bloomberg ticker
TEL2B SS and ISIN number SE0000314312) of Tele2 AB (publ), a company
incorporated in Sweden having registration number 556410-8917 as each
may be held in the Deposit Account from time to time; and
"Winding-up" means bankruptcy, merger, reconstruction, liquidation, or
any analogous procedure or step in any jurisdiction.
2 Security
2.1 Pledge of the Shares
As collateral for all of the Pledgor's present and future obligations
to the Pledgee according to the Bridge Loan Agreement, the Pledgor
hereby pledges to the Pledgee (i) all the Shares including Dividends
and such other securities which are from time to time held or are
recorded in the Deposit Account and (ii) all funds deposited from time
to time in the connected Cash Account.
2.2 Perfection
The Pledgor shall on the date of this Pledge Agreement ensure that the
Shares are properly delivered into account no. 01000914461 in the name
of Deutsche Bank AG at SEB Stockholm (BIC Code XXXXXXXXXXX).
3 Restrictions and Further Assurance
3.1 Security
The Pledgor shall not - without the Pledgee's written consent in each
particular case - create or permit to subsist any security interest
over the Pledged Assets.
3.2 Disposal
The Pledgor shall not (nor shall the Pledgor agree to) - without the
Pledgee's written consent in each particular case - enter into a single
transaction or a series of transactions (whether related or not and
whether voluntary or involuntary) to sell, lease, transfer or otherwise
dispose of the Pledged Assets.
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3.3
Further Assurance
The Pledgor shall promptly do whatever the Pledgee requires:
3.3.1 to perfect or protect the Pledges or the priority of the
Pledges; or
3.3.2 to facilitate the realisation of the Pledged Assets or the
exercise of any rights vested in the Pledgee,
including executing any transfer, assignment or assurance of the
Pledged Assets (whether to the Pledgee or its nominees or otherwise),
making any registration and giving any notice, order or direction.
3.4 Power of Attorney
On the occurrence of an Enforcement Event, for the purpose of Clause
4.3 (Voting after Enforcement) deliver to the Pledgee a signed Power of
Attorney. The Pledgor shall at the expiration of a Power of Attorney,
at the request of the Pledgee, renew the same in favour of the Pledgee
for additional one year for as long as this Pledge Agreement remains in
force and upon each such renewal forthwith deliver the renewed Power of
Attorney to the Pledgee.
4 Pledged Shares
4.1 Dividends
The Pledgor shall promptly notify the Pledgee of the declaration,
payment, allotment, offer or issue of any Dividend. All Dividends in
respect of the Shares shall be paid directly to the Cash Account or, as
the case may be, the Deposit Account. The Pledgor shall immediately pay
any Dividend received by it to the Pledgee or as it may direct.
4.2 Voting before Enforcement
Subject to Clause 4.3 (Voting after Enforcement), the Pledgor shall be
entitled to exercise the voting rights attached to any Share as it sees
fit where:
4.2.1 it does so for a purpose not inconsistent with the Facility
Agreement; and
4.2.2 the exercise of or failure to exercise those rights would not
have an adverse effect on the value of the relevant Shares or
the Pledged Assets and would not otherwise prejudice the
interests of the Lender under the Facility Agreement.
4.3 Voting after Enforcement
At any time while an Enforcement Event is continuing the Pledgee shall
be entitled to exercise or direct the exercise of the voting and other
rights attached to any Share as it sees fit.
5 General Undertaking
The Pledgor shall not do, or permit to be done, anything, which could
prejudice the Pledges.
6 Representations and Warranties
The Pledgor makes the representations and warranties set out in this
Clause 6 to the Pledgee on the date of this Pledge Agreement.
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6.1 Shares Validly Issued etc.
The Shares are duly authorised, validly issued and freely transferable.
There are no moneys or liabilities outstanding or payable in respect of
any of the Shares.
6.2 Share Capital
No person has or is entitled to any conditional or unconditional
option, warrant or other right to subscribe for, purchase or otherwise
acquire any Share, or any interest in the Shares.
6.3 Governing Law and Enforcement
6.3.1 Subject to mandatory provisions of applicable law, the choice
of Swedish law as the governing law of this Pledge Agreement
will be recognised and enforced in the Pledgor's jurisdiction
of incorporation.
6.3.2 Subject to applicable enforcement proceedings provided in
Council Regulation (EC) 44/2001, any judgement obtained in
Sweden in relation to this Pledge Agreement will be recognised
and enforced in the Pledgor's jurisdiction of incorporation.
7 Enforcement
7.1 Realisation
While an Enforcement Event is continuing, the Pledgee, acting on behalf
of the Pledgor, shall have the right to sell the Pledged Assets by
private or public sale or auction or in any other way and on such terms
as the Pledgee in its sole discretion deems fit.
7.2 Chapter 10 of the Code of Commerce
The provisions in Chapter 10 of the Swedish Code of Commerce (Sw:
Handelsbalken) shall not apply to this Pledge Agreement.
8 Liability of the Pledgee
8.1 Pledgee's Liability
The Pledgee shall not be liable to the Pledgor or any other person for
any costs, losses, liabilities or expenses relating to the realisation
of any Pledged Assets or from any act, default, omission or misconduct
of the Pledgee, or its officers, employees or agents in relation to the
Pledged Assets except to the extent caused by its own gross negligence
or wilful misconduct. The Pledgee shall not be held responsible for any
indirect damage.
8.2 Force Majeure
The Pledgee shall not be held responsible for any damage arising out of
any Swedish or foreign legal enactment, or any measure undertaken by a
Swedish or foreign public authority, or war, strike, lockout, boycott,
blockade or any other similar circumstance. The reservation in respect
of strikes, lockouts, boycotts and blockades applies even if the
Pledgee itself takes such measures, or is subject to such measures.
Should there be an obstacle as described above for the Pledgee to take
any action in compliance with this Pledge Agreement, such action may be
postponed until the obstacle has been removed, without any remedies
being available to the Pledgor.
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9 Discharge of Security
9.1 Final Redemption
Subject to Clause 9.2 (Retention of Security), if all the Liabilities
have been irrevocably paid in full and that all facilities which might
give rise to Liabilities have terminated, the Pledgee shall at the
request and cost of the Pledgor promptly release the Pledged Assets
from the Pledges and return the Pledged Assets to the Pledgor.
9.2 Retention of Security
If the Pledgee considers that any amount paid or credited under the
Facility Agreement is capable of being avoided or otherwise set aside
on the Winding-up of the Pledgor or any other person, or otherwise,
that amount shall not be considered to have been paid for the purposes
of determining whether all the Liabilities have been irrevocably paid.
10 Enforcement Expenses
The Pledgor shall, within three Business Days of demand, pay to the
Pledgee the amount of all reasonably incurred costs, losses,
liabilities and expenses (including legal fees) in relation to this
Pledge Agreement (including the administration, protection,
realisation, enforcement or preservation of any rights under or in
connection with this Pledge Agreement, or any consideration by the
Pledgee as to whether to realise or enforce the same, and/or any
amendment, waiver, consent or release of the Pledge Agreement and/or
any other document referred to in this Pledge Agreement).
11 Assignment
Neither party may change, assign or transfer all or any of its rights
or obligations hereunder without the prior consent of the other party.
12 Waivers
No failure to exercise, nor any delay in exercising, on the part of the
Lender (as defined in the Facility Agreement), any right or remedy
under the Facility Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right or remedy prevent any further
or other exercise or the exercise of any other right or remedy. The
rights and remedies provided in the Facility Agreement are cumulative
and not exclusive of any rights or remedies provided by law.
13 Terms
The Pledgee shall promptly release the Pledge hereunder when the
obligations secured by the Pledge Agreement have been discharged in
full. The Pledgee shall promptly notify the Pledgor of the release of
the Pledge.
14 Applicable Law
This Agreement shall be construed in accordance with and governed by
the laws of Sweden.
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15 Jurisdiction
Any dispute, controversy or claim arising out of or in connection with
this Agreement, or the breach termination or invalidity thereof shall
be resolved by the Swedish courts. The Stockholm District Court shall
be the court of first instance.
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This Pledge Agreement has been executed in three originals, of which the parties
hereto have received one each.
MILLICOM TELECOMMUNICATIONS S.A. DEUTSCHE BANK AG
LONDON BRANCH
XXXX XXXXXXXXX XXXXXX XXXXXXX
DIRECTOR MANAGING DIRECTOR, ECM
MARC BEULS
DIRECTOR
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Name: Name:
Title: Title:
Place and date: Place and date:
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Schedule 1
Power of Attorney
This power of attorney is issued pursuant to a share pledge agreement dated 18
July 2003 between Millicom Telecommunications S.A. (the "Pledgor") and Deutsche
Bank AG London branch in its capacity as Pledgee (the "Pledgee") (the "Pledge
Agreement").
The Pledgor hereby empowers the Pledgee or any person duly appointed by the
Pledgee to attend all general meetings of the shareholders in Tele2 AB (publ) as
the Pledgor's representative and to vote at such general meeting for all shares
in Tele2 AB (publ) owned by the Pledgor. The Pledgee may also on our behalf
fulfil and execute any notice or application requirement necessary to have our
shares represented at the General Meeting, including to take necessary measures
to register the shares for voting.
This power of attorney is to the extent possible under Swedish law irrevocable
and excludes the Pledgor from exercising the voting rights at general meetings
of shareholders in Tele2 AB (publ) with respect to the shares subject to the
Pledge Agreement.
This power of attorney becomes effective on the date that it is signed by the
Pledgor and it shall remain in force for one year from such date.
This power of attorney shall be governed by and construed in accordance with
Swedish law.
Date:
Place:
MILLICOM TELECOMMUNICATIONS S.A.
-------------------------
Name:
Title:
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