Exhibit 8
CONFORMED COPY
Dated 5 August 2003
MILLICOM TELECOMMUNICATIONS S.A.
and
DEUTSCHE BANK AG LONDON BRANCH
SHARE PLEDGE AGREEMENT
in relation to the Facility Agreements
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 "Share Pledge Agreement") is made on 5 August
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 Share 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 parties have entered into a share pledge agreement dated 18 July
2003 whereby the Pledgee has taken security interest from the Pledgor
over certain Series B share in Tele2 AB (publ) in respect of certain
obligations from time to time incurred by the Pledgor against the
Pledgee under the terms of the First Facility Agreement (as defined
below);
(B) The parties have entered into an additional SEK 400,000,000 facility
agreement dated 5 August 2003 with the Pledgor as borrower, the Pledgee
as lender and Millicom International Cellular S.A. as guarantor (the
"Second Facility Agreement");
(C) 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 the
First Facility Agreement and the Second Facility Agreement (hereinafter
together referred to as the "Facility Agreements"); and
(D) The parties have agreed that this Share Pledge Agreement, which shall
be effective as of the date hereof, shall replace the existing share
pledge agreement dated 18 July 2003, which shall be of no further force
or effect.
It is agreed as follows:
1 Interpretation
1.1 Definitions
In this Share Pledge Agreement, unless a contrary indication appears,
terms used in the Second 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 the 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 the Pledgor in respect of the Shares;
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"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 any of the Facility Agreements;
"First Facility Agreement" means the SEK 527,941,326 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);
"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 Share 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;
"Secured Obligations" means all present and future moneys, debts and
liabilities due, owing or incurred by the Pledgor to the Pledgee under
or in connection with the Facility Agreements (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);
"Securities Lending Agreement" means the securities lending agreement
in respect of the Shares dated 18 July 2003 between Deutsche Bank AG
London Branch and the Pledgor, as supplemented and amended from time to
time;
"Shares" means 8,968,414 fully paid Series B shares (Bloomberg ticker
TEL2B SS and ISIN number SE0000314312) of Tele2 AB (publ), a company
incorporated in Sweden under registration number 556410-8917, and such
other securities, 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 and the Accounts
As security for the prompt and complete payment and performance in full
of all the Secured Obligations, the Pledgor hereby pledges to the
Pledgee (i) the Deposit Account including all the Shares and Dividends
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.
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2.2 Perfection
The Pledgee acknowledges that it has been notified of the security
interest created by this Share Pledge Agreement in respect of the
Accounts and undertakes to ensure that the Shares held in the Deposit
Account from time to time are registered as pledged in favour of the
Pledgee.
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
Save as contemplated by the Securities Lending Agreement, 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.
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), the Pledgor shall 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 one additional year for as long as this
Share 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:
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4.2.1 it does so for a purpose not inconsistent with the Facility
Agreements; and
4.2.2 the exercise of those rights would not have an adverse effect
or the failure to exercise would 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 (as
defined in the Facility Agreements) under the Facility
Agreements.
4.3 Voting after Enforcement
At any time after the occurrence of an Enforcement Event, 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 Share Pledge Agreement.
6.1 Shares Validly Issued etc.
The Shares are duly authorised, validly issued and freely transferable.
6.2 Share Capital
Save as contemplated by the Securities Lending Agreement, 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 Share 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 Share Pledge Agreement will be
recognised and enforced in the Pledgor's jurisdiction of
incorporation.
7 Enforcement
7.1 Realisation
After the occurrence of an Enforcement Event, 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 Share Pledge Agreement.
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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 Share Pledge Agreement, such action
may be postponed until the obstacle has been removed, without any
remedies being available to the Pledgor.
9 Discharge of Security
9.1 Final Redemption
Subject to Clause 9.2 (Retention of Security), if all the Secured
Obligations have been irrevocably paid in full and that all facilities
which might give rise to Secured Obligations have terminated, the
Pledgee shall at the cost of the Pledgor promptly release the Pledged
Assets from the Pledges and return the Pledged Assets to the Pledgor
and shall promptly notify the Pledgor of the release of the Pledges.
9.2 Retention of Security
If the Pledgee considers that any amount paid or credited under the
Facility Agreements 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 Secured Obligations have been
irrevocably paid.
10 Enforcement Expenses
The Pledgor shall, within three Business Days of demand, pay to the
Pledgee the amount of all properly incurred costs, losses, liabilities
and expenses (including legal fees) in relation to this Share Pledge
Agreement (including the administration, protection, realisation,
enforcement or preservation of any rights under or in connection with
this Share 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 Share Pledge Agreement and/or any other
document referred to in this Share Pledge Agreement).
11 Assignment
None of the parties hereto may change, assign or transfer all or any of
its rights or obligations hereunder without the prior consent of the
other party.
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12 Waivers
No failure to exercise, nor any delay in exercising, on the part of the
Lender (as defined in the Facility Agreements), any right or remedy
under any of the Facility Agreements 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 Agreements are
cumulative and not exclusive of any rights or remedies provided by law.
13 Applicable Law
This Agreement shall be construed in accordance with and governed by
the laws of Sweden.
14 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 Share 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
----------------------------- -----------------------------
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 (the
"Share Pledge Agreement") dated 5 August 2003 between Millicom
Telecommunications S.A. (the "Pledgor") and Deutsche Bank AG London branch in
its capacity as Pledgee (the "Pledgee").
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 in respect of
all shares in Tele2 AB (publ) owned by the Pledgor (the "Shares"). 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
Share 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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