Exhibit 4.5
THIS SHARE EXCHANGE AGREEMENT is made as of October 20, 2003:
Between: AMARANTH L.L.C., constituted under the laws of
Delaware, having its registered office at Xxx Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx, 00000 (the "HOLDER");
and: TELESYSTEM INTERNATIONAL WIRELESS INC., constituted
under the laws of Canada, having its registered office at
0000 Xxxx-Xxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx, X0X 0X0
("TIW");
WHEREAS the Holder is the beneficial owner of 1,009,300 ordinary Class A shares
(the "SHARES") in the share capital of ClearWave N.V. ("ClearWave");
WHEREAS the Holder wishes to exchange the Shares for common shares in the share
capital of TIW, and TIW wishes to issue common shares in its share capital in
exchange for the Shares, the whole upon the terms and conditions set forth
below;
NOW, THEREFORE, THE PARTIES AGREE as follows:
SECTION 1
SHARE EXCHANGE
1.1 SHARE EXCHANGE - The Holder hereby agrees to transfer the Shares to
TIW, and TIW hereby agrees to issue common shares of its share capital to
the Seller in exchange for the Shares, on the earlier of (i) two business
days after the date on which both conditions precedent provided at
Sections 2.1.1 and 2.1.2 have been satisfied and (ii) November 5, 2003,
or such other date as the parties may agree to in writing (the "CLOSING
DATE").
1.2 EXCHANGE RATIO - For each Share transferred by the Holder to TIW, TIW
shall issue in exchange 1.362 common shares of its share capital, for an
aggregate of 1,374,666 common shares (the "TIW SHARES").
SECTION 2
CONDITIONS PRECEDENT
2.1 CONDITIONS PRECEDENT IN FAVOUR OF HOLDER - It shall be a condition
precedent to the obligations under section 1 hereof of the Holder to
exchange the Shares that:
2.1.1 on or before the Closing Date, TIW will have obtained conditional
listing approval and acceptance of the private placement notice
from the Toronto Stock Exchange (the "TSX") for the issuance of
1,374,666 TIW Shares to the Holder under section 1 hereof;
2.1.2 on or before the Closing Date, the Commission des Valeurs
mobilieres du Quebec ("CVMQ") will not have objected to the
information filed by TIW under Section 12 of the Securities Act
(Quebec) (the "QUEBEC ACT") and section 115 of the regulation
respecting security (Quebec) (the "QUEBEC REGULATION") in
connection with the issuance of the TIW Shares or, if the CVMQ
has objected to the information filed by TIW and required the
filing of a prospectus to qualify the issuance of the TIW Shares,
TIW will have filed such prospectus with the CVMQ on or before
the Closing Date;
2.1.3 all of the representations and warranties provided in section 4
hereof shall be accurate as of the Closing Date as if made on the
Closing Date.
2.2 CONDITIONS PRECEDENT IN FAVOUR OF TIW - It shall be a condition precedent
to the obligations under section 1 hereof of TIW to issue the TIW Shares
in exchange for the Shares that:
2.2.1 on or before the Closing Date, TIW will have obtained conditional
listing approval and acceptance of the private placement notice
from the TSX for the issuance of 1,374,666TIW Shares to the
Holder under section 1 hereof;
2.2.2 on or before the Closing Date, the CVMQ will not have objected to
the information filed by TIW under Section 12 of the Quebec Act
and section 115 of the Quebec Regulation in connection with the
issuance of the TIW Shares or, if the CVMQ has objected to the
information filed by TIW and required the filing of a prospectus
to qualify the issuance of the TIW Shares, TIW will have filed
such prospectus with the CVMQ on or before the Closing Date;
2.2.3 on or before the Closing Date, TIW shall have received formal
written confirmation from BMO Xxxxxxx Xxxxx (the "HOLDER
BROKER"), that it holds, on behalf of the Holder, the Shares
through The Canadian Depositary for Securities ("CDS") and that
it will, on the Closing Date, take reasonable steps within its
power to effect the transfer of the Shares through CDS's system,
to the credit of the CDS's participant broker that TIW will have
identified and given notice of, prior to the Closing Date (the
"TIW BROKER"), it being understood that TIW and/or the TIW Broker
may be required to take appropriate measures of their own to
complete the transfer of the Shares through CDS's system;
2.2.4 all of the representations and warranties provided in section 5
hereof shall be accurate as of the Closing Date as if made on the
Closing Date.
2.3 FAILURE TO MEET CONDITIONS PRECEDENT - Should any of the conditions
precedent stipulated above in favour of one of the parties not be met
within the time allowed, such party shall be released from its
obligations to complete the share exchange as herein contemplated, save
and except for its obligations under section 6.4 hereof, without
prejudice to any other rights that it may have in law or by contract.
SECTION 3
CLOSING
3.1 TRANSFER OF OWNERSHIP OF THE SHARES - On the Closing Date, the Holder
shall instruct the Holder Broker to transfer electronically the Shares,
through CDS, to the account of the TIW Broker, for credit on the Closing
Date.
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3.2 ISSUANCE OF TIW SHARES - Concurrently with the actions taken by the
Holder pursuant to section 3.1 hereof, TIW shall deliver to the Holder a
share certificate representing 1,374,666 fully paid and non-assessable
TIW Shares registered in the name of the Holder.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF TIW
TIW hereby represents and warrants to the Holder as follows:
4.1 EXISTENCE - TIW is a corporation incorporated and existing under the
Canada Business Corporations Act.
4.2 POWER, CAPACITY AND AUTHORITY - TIW has full power and capacity to enter
into and perform its obligations under this Agreement and TIW has taken
all necessary corporate actions to authorize the execution, delivery and
performance of this Agreement.
4.3 BINDING OBLIGATIONS - This Agreement constitutes the legal, valid and
binding obligation of TIW, enforceable against TIW in accordance with its
terms.
4.4 DULY ISSUED TIW SHARES - The TIW Shares, when issued as provided in this
Agreement, will be issued as fully paid and non-assessable common shares
of TIW.
4.5 AUTHORIZED CAPITAL - The authorized capital of TIW consists of an
unlimited number of common shares and an unlimited number of preferred
shares of which at the date hereof, and prior to giving effect to the
issue of the TIW Shares, 93,522,460 common shares and 35,000,000 series 1
non-voting preferred shares are issued and outstanding.
4.6 REPORTING ISSUER - TIW is subject to the continuous disclosure
requirements under securities laws, rules and regulations in the
Provinces of Canada where TIW is a reporting issuer (the "CANADIAN
SECURITIES LAWS") and is not on the list of defaulting reporting issuers
maintained under the Ontario Securities Act or the Quebec Securities Act.
4.7 LISTING - The common shares of TIW are listed and posted for trading on
the TSX and on the Nasdaq SmallCap Market ("Nasdaq").
4.8 XXXX-XXXXX-XXXXXX FILING - TIW shall cooperate with the Holder in
complying with the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, including filing, upon the Holder's
request, any Premerger Notification and Report Form required of TIW with
the Federal Trade Commission and the Department of Justice.
4.9 NO BREACH - The execution, delivery, performance and compliance of or
with the terms of this agreement by TIW, and the issuance and sale of the
TIW Shares by TIW, does not and will not result in any breach of, or be
in conflict with or constitute a default under, or create a state of
facts which, after notice or lapse of time or both, would result in, a
breach of or constitute a default under, any term or provision of the
constating documents, by-laws or resolutions of TIW or any material
mortgage, note, indenture, contract, agreement, instrument,
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lease or other material document to which TIW is a party or by which it
is bound, or any material judgment, decree, order, statute, rule or
regulation applicable to TIW.
4.10 CONDITIONAL LISTING - TIW will use commercially reasonable efforts to
obtain the acceptance for listing of the TIW Shares on the TSX as soon as
possible.
4.11 QUALIFYING ISSUER - TIW is a qualifying issuer as defined in Multilateral
Instrument 45-102 - Resale of Securities and is, and will have been for
the four months preceding the Closing Date, a reporting issuer in the
provinces of Ontario and Quebec.
4.12 FOREIGN ISSUER - TIW is a "foreign issuer" within the meaning of
Regulation S and agrees to notify the Holder as soon as practicable upon
it becoming a "domestic issuer", as those terms are defined in
Regulation S.
4.13 FREELY-TRADEABLE SHARES - Subject to the truth and accuracy of the
Holder's and TIW's representations and warranties set forth in sections 4
and 5 hereof, respectively, the TIW Shares will be freely transferable on
the TSX through an appropriately registered dealer in Canada, provided
that (i) the Holder complies with the resale requirements set forth in
section 2.6(3) of Multilateral Instrument 45-102 - Resale of Securities
and (ii) the legend set forth in section 5.10 hereof contained on the
certificate representing the TIW Shares has been removed in accordance
with the procedures set forth in sections 5.11 and 5.12 hereof.
4.14 PRIVATE OFFERING - Subject to the truth and accuracy of the Holder's
representations and warranties set forth in section 5 hereof, the offer,
sale and issuance by TIW of the TIW Shares pursuant to this Agreement is
exempt from the registration requirements of the U.S. Securities Act of
1933 (the "1933 Act"). None of TIW, its subsidiaries or any person acting
on its or their behalf has offered or will offer to sell any of the TIW
Shares by means of any form of general solicitation or general
advertising (as those terms are used in Regulation D under the 0000 Xxx)
or in any manner involving a public offering within the meaning of
Section 4(2) of the 1933 Act.
4.15 OWNERSHIP - TIW beneficially owns, directly or indirectly, in excess of
20% of the ordinary Class A shares of ClearWave.
SECTION 5
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
The Holder hereby represents and warrants to TIW as follows:
5.1 EXISTENCE - The Holder is a limited liability company incorporated and
existing under the laws of Delaware.
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5.2 POWER, CAPACITY AND AUTHORITY - The Holder has full power and capacity to
enter into and perform its obligations under this Agreement and the
Holder has taken all necessary actions to authorize the execution,
delivery and performance of this Agreement.
5.3 BINDING OBLIGATION - This Agreement constitutes the legal, valid and
binding obligation of the Holder, enforceable against the Holder in
accordance with its terms.
5.4 OWNERSHIP OF SHARES - The Holder is the sole beneficial owner of the
Shares with good and marketable title thereto. The Shares are fully paid,
free and clear of any pledges, mortgages, liens, charges, options,
pre-emption rights, claims or other encumbrances of any kind whatsoever,
whether absolute or contingent.
5.5 REGULATORY FILINGS - If required by any applicable securities laws or
regulations, the Holder will assist TIW in filing such reports,
undertakings and other documents with respect to the exchange of the
Shares and the issue of the TIW Shares as may be required by any relevant
securities commission or other regulatory authority, it being understood
that the Holder is entering into this Agreement with the understanding
that the TSX will not impose any hold period for the resale of the TIW
Shares by the Holder.
5.6 RESALE IN ACCORDANCE WITH CANADIAN SECURITIES LAWS - The Holder will not
resell the TIW Shares in Canada except in accordance with Canadian
Securities Laws.
5.7 NO REGISTRATION UNDER THE 1933 ACT - The Holder acknowledges that the TIW
Shares are "restricted securities" and have not been and will not be
registered under the 1933 Act or the securities laws of any state of the
United States and may not be offered or sold, directly or indirectly, in
the United States or to, or for the account or benefit of, a U.S. Person
(as defined in Rule 902(k) of Regulation S promulgated under the 0000
Xxx) unless registered under the 1933 Act or an exemption from such
registration requirements is available, and in any event in compliance
with applicable state securities or "blue sky" laws and that TIW's
reliance on such exemption is predicated on the Holder's representations
set forth herein.
5.8 RESALE IN ACCORDANCE WITH U.S. SECURITIES LAWS - The Holder acknowledges
that the TIW Shares may be resold without registration under the 1933 Act
only in certain limited circumstances if an exemption from registration
under the 1933 Act is available. In this respect, the Holder represents
that it is acquiring such securities for its own account for investment
and not with a view to distribution in violation of the 1933 Act and that
it is familiar with Rule 144 promulgated under the 1933 Act, as presently
in effect, and understands the resale limitations imposed thereby and
otherwise by the 1933 Act. The Holder further understands that TIW has no
obligation to file a registration statement with respect to the TIW
Shares.
5.9 ACCREDITED INVESTOR - The Holder is an accredited investor as defined in
Rule 501(a) of Regulation D promulgated under the 1933 Act. By reason of
the Holder's business and financial experience, sophistication and
knowledge, the Holder is capable of evaluating the risks and merits of
the investment made pursuant to this Agreement and can bear the economic
risks of its investment. In this regard, it acknowledges that it has been
afforded (i) access to information about TIW and its subsidiaries and
associates and TIW's financial condition, operations, business, property,
management and prospects sufficient to enable it to evaluate its
investment in the TIW Shares and (ii) the opportunity to ask questions as
it deems
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necessary of, and to receive answers from, representatives of TIW
concerning the terms and conditions of the exchange of the Shares for TIW
Shares and the merits and risks of investing in the TIW Shares.
5.10 LEGENDS - To the extent applicable, each certificate or other document
evidencing any of the TIW Shares shall, for so long as required by
applicable law, be endorsed with the legends substantially in the form
set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED." A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM
COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE
AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE ISSUER, TO
THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.
5.11 REMOVAL OF LEGENDS PURSUANT TO RULE 144 - The legend set forth in
section 5.10 hereof will be removed by delivery of substitute
certificate(s) without such legend (i) with respect to shares that have
been registered pursuant to the 1933 Act, (ii) with respect to shares
that have been sold in reliance on and in accordance with Rule 144 under
the 1933 Act, or (iii) if the holder has delivered to TIW's transfer
agent and TIW a copy of a letter from the staff of the United States
Securities and Exchange Commission, or an opinion of counsel in form and
substance reasonably satisfactory to TIW and its counsel, to the effect
that such legend is not required for purposes of the 1933 Act. In the
event of a sale or other disposition by the Holder pursuant to Rule 144
under the 1933 Act (other than pursuant to Rule 144(k)) of shares
received by the Holder under this Agreement, the Holder will supply TIW
with evidence of compliance with such Rule, in the form of a letter
substantially in the form of Annex I to this Agreement. TIW may instruct
its transfer agent to withhold the transfer of any shares disposed of by
the Holder pursuant to Rule 144 under the 1933 Act (other than pursuant
to Rule 144(k)), but upon receipt of such evidence of compliance the
transfer agent shall effectuate the transfer of the shares sold as
indicated in the letter.
5.12 REMOVAL OF LEGENDS PURSUANT TO REGULATION S - The legend set forth in
section 5.10 hereof will be removed by delivery of substitute
certificate(s) without such legend in connection with a sale made
pursuant to Rule 904 of Regulation S under the 1933 Act upon delivery of
the certificate representing the TIW Shares so sold and a duly executed
declaration, in a form satisfactory to TIW's transfer agent and TIW, to
the effect that:
(a) the sale of the securities represented thereby is being made in
compliance with Rule 904 of Regulation S under the 1933 Act; and
(b) certifying that:
(i) the offer of such securities was not made to a person in the
United States and either (x) at the time the buy order was
originated, the buyer was outside the United States, or the
Holder and any person acting on his behalf reasonably
believe that the buyer was outside the United States, or (y)
the transaction was executed in, on or through the
facilities of the Toronto Stock Exchange and neither the
Holder nor any person
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acting on his behalf knows that the transaction has been
prearranged with a buyer in the United States;
(ii) neither the Holder nor any person acting on his behalf
engaged in any directed selling efforts in connection with
the offer and sale of such securities;
(iii) the sale is bona fide and not for the purpose of "washing
off" resale restrictions imposed because the securities
are "restricted securities"; and
(iv) the sale is not a transaction or part of a series of
transactions which, although in technical compliance with
Regulation S, is part of a plan or scheme to evade the
registration requirement of the 1933 Act.
Terms used in this section 5.12 have the meanings given to them by
Regulation S under the 1933 Act.
SECTION 6
MISCELLANEOUS
6.1 MOST FAVOURED NATION TREATMENT - If, at any time within 180 calendar
days from the date of this Agreement, TIW directly or indirectly acquires
ordinary Class A shares in the share capital of ClearWave or other
securities of ClearWave derived from those ordinary Class A shares
("ClearWave Shares") from another holder of ClearWave Shares in
circumstances where (i) in the case where the ClearWave Shares are
acquired by TIW in exchange for common shares of TIW, the exchange ratio
is more favorable to the vendor of ClearWave Shares than the exchange
ratio specified under Section 1.2 herein (as adjusted to reflect any
stock-split, consolidation or similar events affecting the share capital
of TIW or ClearWave) or (ii) in the case where the ClearWave Shares are
acquired for cash, or a combination of common shares of TIW and cash, the
value of the consideration received for the ClearWave Shares, if
translated into a number of common shares of TIW using the volume
weighted average trading price of TIW's common shares on the TSX during
the 15 trading days ended on the third trading day prior to the
completion of such transaction (or on Nasdaq, whichever organized market
has the greater volume of trades on TIW's common shares during such
period), would result in an exchange ratio for the ClearWave Shares more
favorable to the vendor of the ClearWave Shares than that specified under
Section 1.2 herein (as adjusted to reflect any stock-split, consolidation
or similar events affecting the share capital of TIW or ClearWave) (each
such transaction hereinafter referred to as a "Premium Acquisition" and
the effective exchange ratio of common shares of TIW per ClearWave Share
in each such Premium Acquisition hereinafter referred to as a "Premium
Exchange Ratio"), then TIW shall (a) immediately notify the Holder of
such Premium Acquisition and the terms of the Premium Acquisition
(including the consideration provided therein) and shall, as soon as
practicable thereafter, provide the Holder with any documentation
evidencing the Premium Acquisition, and (b) within 30 days of TIW
completing the Premium Acquisition, TIW shall deliver to the Holder an
additional number of common shares of TIW equal to the product of (i) the
number of ClearWave Shares transferred to TIW pursuant to this Agreement,
and (ii) the positive difference, if any, between (A) the Premium
Exchange Ratio, and (B) the exchange ratio of common shares of TIW per
ClearWave Share specified under Section 1.2. If there shall occur within
180 calendar days of the date of this Agreement a reclassification of the
common shares of TIW, an exchange of the common shares of TIW into other
shares or other securities
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of TIW or another entity, a consolidation, amalgamation or merger of TIW
with or into another entity (a "Reorganization Event"), the Holder who is
entitled to receive common shares of TIW under this Section shall be
entitled to receive and shall accept, in lieu of common shares of TIW,
such other securities which the Holder would have been entitled to
receive as a result of such event had the Holder been a holder of common
shares of TIW, provided that such other securities are listed on a
recognized stock exchange and provided that the securities delivered to
the Holder are freely tradeable. For the avoidance of doubt, in
calculating the number of securities the Holder is entitled to receive
upon a Premium Acquisition in the context of a Reorganization Event, the
method applied for TIW's common shares under Section 6.1(ii) shall be
used mutatis mutandis.
6.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES - The representations and
warranties made in this Agreement shall survive the execution and
delivery of this Agreement and the purchase and sale of the Shares for a
period of 180 calendar days following the date of this Agreement.
6.3 PROVISION OF INFORMATION - At any time when TIW is neither subject to
Section 13 or 15(d) of the United States Securities Exchange Act of 1934,
as amended (the "1934 Act"), nor exempt from the filing requirements of
the 1934 Act pursuant to Rule 12g3-2(b) thereunder, TIW agrees to furnish
holders and prospective purchasers of TIW Shares with the information
required by Rule 144A(d)(4) under the 1933 Act.
6.1 VALIDITY OF AGREEMENT - Nothing in this Agreement shall prejudice or
affect the validity and enforceability of this Agreement and the parties
hereto irrevocably waive any objection which they may have now or
hereafter in any court or judicial or quasi-judicial proceedings with
regard to the unenforceability or illegality of any of the transactions
contemplated hereby or their respective terms. Each of the parties hereto
undertakes in its own name to sign any document and take any measure
which is necessary in order to give full effect to its obligations under
the provisions of this Agreement.
6.2 AMENDMENTS - This Agreement may only be amended, modified, supplemented,
varied or replaced by a document in writing executed by both parties.
6.3 ASSIGNMENT - A party may not assign or transfer this Agreement or any of
its rights or obligations thereunder without the prior written consent of
the other party.
6.4 CONFIDENTIALITY - The parties acknowledge having signed a letter dated
August 1, 2003, pertaining to the treatment of confidential information
under Canadian and American securities laws, which forms an integral part
hereof. The parties further acknowledge that the terms and conditions of
this Agreement are strictly confidential and agree to hold such terms and
conditions in strict confidence and not to disclose them to any person,
except as may be otherwise permitted by this Agreement or required by law
(including without limitation any order of a court of competent
jurisdiction) or by the rules of any recognized stock exchange, or
governmental or other regulatory body, other than their respective
shareholders, employees and representatives, it being understood that the
disclosing party shall have the obligation to inform any person to whom
the terms and conditions of this Agreement are disclosed of the
confidential nature thereof.
TIW covenants not to enter into, and not to permit any of its affiliates
to enter into, any confidentiality arrangements in respect of a direct or
indirect acquisition of ClearWave Shares which might prevent TIW from
complying with its obligations under section 6.1.
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6.5 COUNTERPART - This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall, when
taken together, constitute one and the same instrument.
6.6 TIME OF ESSENCE - Each date, time or period referred to in this Agreement
is of the essence. If any of the parties agree in writing to vary a date,
time or period, the varied date, time or period is of the essence.
6.7 EXPENSES - The Holder and TIW shall each be responsible for the expenses
(including fees and expenses of legal advisers, accountants and other
professional advisers) incurred by them, respectively, in connection with
the negotiation and execution of this Agreement and the finalization of
the transactions contemplated hereby, provided however that TIW shall be
responsible for all expenses relating to the fulfillment of the
conditions provided in sections 2.1.1 and 2.1.2 hereof.
6.8 ENTIRE AGREEMENT - Subject to Section 6.4, This Agreement and each
document referred to in it constitutes the entire agreement and
supersedes any previous agreements between the parties relating to the
subject matter of this Agreement.
6.9 GOVERNING LAW AND JURISDICTION - This agreement will be governed by and
construed in accordance with the laws of the Province of Quebec, without
giving effect to any choice of law or conflicting provision or rule
(whether of the Province of Quebec, or any other jurisdiction) that would
cause the laws of any jurisdiction other than the Province of Quebec to
be applied. In furtherance of the foregoing, the law of the Province of
Quebec will control the interpretation and construction of this
Agreement, even if under such jurisdiction's choice of law or conflict of
law analysis, the substantive law of some other jurisdiction would
ordinarily apply. Any legal action or proceeding with respect to this
Agreement or any related document may be brought exclusively in the
courts of the Province of Quebec, and by execution and delivery of this
Agreement, each party hereby irrevocably accepts for itself and in
respect of its property and assets, generally and unconditionally the
jurisdiction of the aforesaid courts.
The parties have requested that this Agreement and any related documents be
drawn up and executed only in the English language. Les parties ont exige que la
presente convention ainsi que les documents afferents soient rediges et executes
en langue anglaise seulement.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written.
AMARANTH L.L.C
By:
-------------------------------------------------------------
Name:
Title:
9
TELESYSTEM INTERNATIONAL WIRELESS INC.
By:
-------------------------------------------------------------
Name:
Title:
10
ANNEX I
FORM OF RULE 144 LETTER
Telesystem International Wireless Inc.
0000 Xxxx-Xxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
On , the undersigned sold the securities of Telesystem International
Wireless Inc. ("TIW") described below in the space provided for that purpose
(the "Securities"). The Securities were received by the undersigned in
connection with the Share Exchange Agreement dated as of October 20, 2003
between TIW and the undersigned.
Based upon the most recent report or statement filed by TIW with the Securities
and Exchange Commission, the Securities sold by the undersigned were within the
prescribed limitations set forth in Rule 144(e) promulgated under the U.S.
Securities Act of 1933, as amended (the "1933 Act").
The undersigned hereby represents that the Securities were sold in "brokers'
transactions" within the meaning of Section 4(4) of the 1933 Act or in
transactions directly with a "market maker" as that term is defined in Section
3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned
further represents that the undersigned has not solicited or arranged for the
solicitation of orders to buy the Securities, and that the undersigned has not
made any payment in connection with the offer or sale of the Securities to any
person other than to the broker who executed the order in respect of such sale.
Very truly yours,
Dated:
[Space to be provided for description of securities.]
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