EXHIBIT 99.3
[HIGHFIELDS LETTERHEAD]
January 16, 2002
BY FACSIMILE (000) 000-0000
Computershare Trust Company of Canada, as successor in interest to
Montreal Trust Company of Canada
0000 XxXxxx Xxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Corporate Trust Services
Attn: Xx. Xxxx XxXxxx, Administrator
Ladies and Gentlemen:
Reference is made to that certain Unit Indenture by and among Telesystem
International Wireless Inc. (the "Company"), ClearWave N.V. ("ClearWave") and
Montreal Trust Company of Canada, dated as of January 15, 2001 (the "Unit
Indenture"), providing for the issue of units of the Corporation (the "Units"),
each consisting of one Class A subordinate voting share of ClearWave and one
option to purchase one subordinate voting share, without par value (the
"Subordinate Shares") of the Company by surrender of the Unit. All capitalized
terms used herein and not defined shall have the meaning ascribed thereto in the
Unit Indenture.
On November 29, 2001 the Company announced a plan to recapitalize and
restructure certain of its securities (the "Recapitalization Plan") which
included, among other things, a tender offer to purchase outstanding Units in
exchange for Subordinate Shares that commenced on December 11, 2001 (the "Units
Offer"). The Units Offer is scheduled to expire on January 21, 2002.
In a series of letters we have delivered to the Company and its Board of
Directors (each of which are attached hereto), we have outlined our objections
to the Recapitalization Plan and have indicated our intention to undertake
actions in order to halt the implementation of certain steps of the
Recapitalization Plan.
The undersigned, on behalf of (i) Highfields Capital I LP, being the holder of
an aggregate of 409,582 Units, representing approximately 0.89% of the issued
and outstanding Units, (ii) Highfields Capital II LP, being the holder of
859,447 Units, representing approximately 1.87% of the issued and outstanding
Units and (iii) Highfields Capital Ltd., being the holder of 3,186,170 Units
representing approximately 6.95% of the issued and outstanding Units, does
hereby request, pursuant to Section 2.6.6 of the Unit Indenture, to make
immediate inspection of the Unit Register. The Unit Register should be
transmitted to the attention of the undersigned by telefacsimile at (617) 857-
7501.
In addition, we are convinced there is a need for Unitholders to have a forum to
discuss and deliberate the significance of the Recapitalization Plan (including
the Units Offer), its ultimate impact on the Units, and possible alternatives
available to the holders of Units to prevent the Recapitalization Plan as
currently contemplated. Accordingly, the undersigned hereby demands, on behalf
of itself and other similarly situated Unitholders, that the Unit Agent, in
recognition of its obligations to the Unitholders under Article 11 and pursuant
to Section 9.1 of the Unit Indenture, convene a meeting of the Unitholders, in
each case as more specifically provided in the Unit Indenture.
We are of the opinion that the Unitholders may suffer severe and irreparable
losses as a result of the Recapitalization Plan and request that the Unit Agent
take the actions demanded herein. Please contact the undersigned at (617) 857-
7510 if you have any questions. Kindly note that time is of the essence
concerning the requests herein.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
