SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date: 21st March 2007
TELENOR ASA
(Registrants Name)
Snarøyveien 30,
1331 Fornebu,
Norway
(Registrants Address)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
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Form 20-F : þ
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Form 40-F o |
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
Press release
Accounting treatment of Kyivstar in the 2006 Annual Report
(Fornebu/Norway, 21 March 2007) Telenors Board of Directors today decided to deconsolidate
Kyivstar and to present Telenors interests in the company in one line, as an investment in the
2006 Annual Report. Telenor owns 56.5 per cent of Kyivstar. The Board will next week consider
Telenors 2006 Annual Report in its entirety.
The Alfa Group affiliate Storm LLC, owning 43.5 per cent of Kyivstar, has persistently boycotted
Kyivstars shareholder and Board meetings for the past two years. As a result, there has not been a
valid quorum at either shareholder meetings or Board meetings in Kyivstar for the whole of 2006.
Telenor has nevertheless remained in control of the operations in Kyivstar throughout the
period up to 29 December 2006.
Alfa Group affiliates, Storm and Alpren, commenced legal actions in Ukrainian courts in late
December 2006 and in January and February 2007 disputing Kyivstars authority to appoint auditors.
These actions have led to injunctions purporting to prohibit Kyivstars management from providing
financial information to Kyivstars international auditors and shareholders, including Telenor. The
injunctions also purport to prohibit the use of financial information already provided by Kyivstar,
and to prohibit Kyivstar and Telenors auditors from carrying out any audit work in relation to
Kyivstars year-end IFRS financial statements. A third injunction purports to prohibit Kyivstar
from disseminating any financial information that has not been approved by Kyivstars board or
shareholders, and to prohibit anyone from using any such financial information in their
consolidated accounts.
Telenor is contesting these actions in the context of its ongoing arbitration proceedings in New
York, as well as, to the extent permitted by the Kyivstar shareholders agreement, by seeking
alternative legal redress.
Although Telenor is attempting to remedy the situation, the injunctions at present prevent Telenor
from controlling or exercising significant influence over Kyivstar. Accordingly, Telenors Board
of Directors has decided to temporarily deconsolidate Kyivstar in Telenors accounts with effect
from 29 December 2006, and present the majority stake in one line as an investment. Kyivstar has
been consolidated in the income statement up to 29 December 2006. Telenors auditor has informed
Telenor that, since they have been prevented from carrying out audit work in relation to Kyivstars
year-end financial information, their audit report for the Telenor Group will contain a scope
limitation in respect to Kyivstars financial information. The entire Annual Report for 2006 will
be considered by the Board of Directors next week.
Adjustment of outlook 2007:
Assuming that Kyivstar is reported as a deconsolidated operation throughout 2007, we expect
reported revenue growth of 0-5 per cent, a reported EBITDA margin before other income and expenses
of around 32 per cent and CAPEX/Sales at around 20 per cent.
The reason for lowering the revenue and EBITDA expectations is that Kyivstar is included in the
2006 numbers but not included in the outlook for 2007. For 2006, Kyivstar reported revenues of NOK
10 956 million and an EBITDA margin of 59.5 per cent.
When adjusting for Kyivstar numbers in 2006, the revenue growth is expected to be 15-20%.
For further details related to the outlook for 2007, see Telenors Q4 report.
Conference call
There will be a conference call today, Wednesday 21 March at 18:00 CET . The call will be
conducted in English. Participants will be given the opportunity to ask questions after a short
introduction by CFO Trond Westlie.
To participate in the conference call, please register well in advance by calling
(+47) 800 80 119 (from Norway) or (+47) 23 00 04 00 (from Norway or abroad).
Contact:
Media:
Dag Melgaard, Vice President, Corporate Communications, tel +47 901 92 000
Email: dag.melgaard@telenor.com
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Telenor ASA
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By: |
/s/ Trond Westlie
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Name: |
Trond Westlie |
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(sign.) |
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Title: |
CFO |
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Date: 21st March, 2007