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EXHIBIT 1
DATED SEPTEMBER 30, 1999
GOLDEN TELECOM, INC.
4,456,328 SHARES OF COMMON STOCK, PAR VALUE $.01 EACH
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SUBSCRIPTION AGREEMENT
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THIS AGREEMENT is made on September 30, 1999 BETWEEN:
(1) Golden Telecom, Inc., a Delaware corporation (the "COMPANY"); and
(2) Global TeleSystems Group, Inc., a Delaware corporation ("INVESTOR").
WHEREAS:
(A) The Company is conducting an initial public offering (the "IPO") of
4,650,000 shares of its Common Stock, par value $.01 per share (the
"Common Stock").
(B) In connection with this Agreement, Investor proposes to subscribe for, and
the Company proposes to issue to Investor, 4,456,328 shares of Common
Stock (the "Shares") concurrently with the IPO.
(C) Investor intends to pay for the Shares purchased from the Company with
$50,000,000 in cash.
(D) The Company has filed with the U.S. Securities and Exchange Commission a
registration statement on Form S-1, File No. 333-82791, relating to the
shares of Common Stock to be offered and sold in the IPO and to the other
securities to be offered and sold concurrently with the IPO, including the
Shares.
(E) Investor has received (i) a copy of the preliminary prospectus, dated
September 13, 1999, and (ii) a copy of the prospectus, dated September 30,
1999 (the "Prospectus"), each relating to the Company, the IPO and
Investor's intention to subscribe for the Shares.
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this Agreement (including the Recitals):
"CLOSING" means the sale of the Shares by the Company to Investor;
"COMMON STOCK" has the meaning given to it in Recital (A);
"COMPANY" has the meaning given to it in introductory clause (1) of this
Agreement;
"INVESTOR" has the meaning given to it in introductory clause (2) of this
Agreement;
"IPO" has the meaning given to it in Recital (A);
"PROSPECTUS" has the meaning given to it in Recital (E);
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"PURCHASE PRICE" means $50,000,000; and
"SHARES" has the meaning given to it in Recital (B).
(2) The headings in this Agreement do not affect its interpretation.
2. SUBSCRIPTION
Subject to the terms and conditions of this Agreement, Investor agrees to
subscribe for the Shares, and the Company agrees to issue and sell the
Shares to Investor.
3. CLOSING
(1) At 9:00 A.M. (New York time) on October 5, 1999 or at such other time
and/or date as the Closing occurs:
(a) the Company shall issue the Shares and shall deliver a certificate,
in definitive form and registered in such name(s) and in such
denomination(s) as Investor shall request in writing not later than
two full business days prior to the Closing, evidencing the Shares
for the account(s) of Investor, against payment of the Purchase
Price; and
(b) Investor shall pay to the Company the Purchase Price in respect of
the Shares in Federal (same day) funds.
(2) A certificate or certificates for the Shares to be delivered to Investor
shall be in definitive form and delivered to Investor at the offices of
Shearman & Sterling, Washington, DC, for the accounts of Investor on the
Closing Date in accordance with the instructions delivered in accordance
with clause 3(1)(a) above.
4. REPRESENTATIONS AND WARRANTIES
(1) The Company represents, warrants and undertakes to Investor as follows:
(a) that the Recitals relating to the Company are in every material
respect true and accurate and not misleading;
(b) that the Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware with full power and authority to own, lease and operate its
properties and assets and conduct its business materially as
described in the Prospectus;
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(c) that the execution of this Agreement by the Company has been duly
authorized by the Company, and this Agreement constitutes a legal,
valid and binding obligation of the Company;
(d) that the Shares have been duly authorized by the Company; and
(e) that the Shares will, on issue and receipt of payment therefor in
accordance with the terms of this Agreement, be validly issued in
accordance with the law and regulations of the State of Delaware,
fully paid and non-assessable and free from all liens, charges,
encumbrances and other third party rights.
(2) Investor represents, warrants and undertakes to the Company as follows:
(a) that the Recitals relating to Investor are in every material respect
true and accurate and not misleading;
(b) that Investor has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware
with full power and authority to subscribe for the Shares as
contemplated by this Agreement;
(c) that the execution of this Agreement by Investor has been duly
authorized by Investor, and this Agreement constitutes a legal, valid
and binding obligation of Investor; and
(d) that Investor is acquiring the Shares for its own account and without
a view to the public distribution of the Shares or any interest
therein.
5. CONDITIONS PRECEDENT
The obligations of Investor to purchase the Shares are conditional upon
the consummation of the IPO in all material respects as described in the
Prospectus.
6. NOTICES
Any notice or notification in any form to be given under this Agreement
may be delivered in person or sent by telex, facsimile or telephone
(subject in the case of a communication by telephone to confirmation by
telex or facsimile) addressed to:
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IN THE CASE OF THE COMPANY:
Golden Telecom, Inc.
12, Xxxxxxxxxxxxxxxxxx
Xxxxxx, Xxxxxx 000000
Telephone: x0-000-000-0000
Facsimile: x0-000-000-0000
Attention: General Counsel
IN THE CASE OF INVESTOR:
Global TeleSystems Group, Inc.
0000 Xxxxxx Xxxxxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile: x0-000-000-0000
Attention: General Counsel
Any such notice shall take effect, in the case of delivery, at the time of
delivery and, in the case of telex or facsimile, at the time of despatch.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement and any
party may enter into this Agreement by executing a counterpart.
8. GOVERNING LAW
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS of which this Agreement has been executed on the date written
above.
GOLDEN TELECOM, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: General Counsel and Secretary
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Deputy General Counsel and Assistant Secretary
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