Telesystem's Cross-border issue of Units Worth $396.5M

Telesystem International Wireless Inc. (TIW) completed a new issue of 43,809,335 units for aggregate gross proceeds of $396.5 million (US$260.4 million). The units were offered for sale under a rights issue to holders of multiple and subordinate voting shares of TIW both in Canada and in the United States. The issue price of each unit was CDN$9.05. The units offered under the basic and supplemental purchase rights were fully subscribed and 4,357,887 additional units were issued under the over-allotment provision.

Each unit consists of one class A subordinate voting share of ClearWave NV (ClearWave), a corporation governed by the laws of the Netherlands and an indirect wholly-owned subsidiary of TIW, as well as an option to acquire one subordinate voting share of TIW for no additional cash consideration by surrendering one unit (containing the ClearWave share) back to TIW at any time until the close of business on June 30, 2002. TIW may redeem the units if ClearWave sells the majority of its assets. The redemption price would then be equal to the purchase price of the units, plus a premium equal to a 30 per cent annual return on the purchase price of the units. The units have been listed on The Toronto Stock Exchange under the symbol TIW.UN since February 15, 2001.

Legal advice was provided to TIW by its General Counsel and Secretary, Margriet Zwarts, senior legal counsel, Hélène Hallak and legal counsel Grégoire Baillargeon. Canadian counsel to ClearWave consisted of Robert Paré, Gilles Leclerc, Claude Auger (tax), Cathy Singer, Daniel Yelin and Frédéric Boucher of the Montreal and Toronto offices of Fasken Martineau DuMoulin LLP. David P. Falck and Douglas Ray of the New York office of Pillsbury Winthrop LLP and Paul Westhoff and Egbert Vroom of the New York office of Stibbe acted as US counsel to TIW and ClearWave.


Egbert Vroom Gilles Leclerc Daniel Yelin Frédéric Boucher David P. Falck Cathy Singer Claude Auger


Fasken Martineau DuMoulin LLP Fasken Martineau DuMoulin LLP Pillsbury Winthrop Shaw Pittman LLP Stibbe Simont Monahan Duhot