NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 15 February 2019. Telecom Holding 3 AS announces that it intends to make a
voluntary cash offer of NOK 14.00 per share for all issued and outstanding
shares in NextGenTel Holding ASA ("NextGenTel"). The offer values the total
share capital of NextGenTel at NOK 325,964,620.

The offer price represents a premium of 18.1% over the closing price of the
shares on 14 February 2019 and 25.4% over the volume weighted average price of
NextGenTel's shares for the three month period prior to this announcement,
respectively.

Telecom Holding 3 AS is a wholly owned subsidiary of Kistefos AS, a private
Norwegian investment company wholly-owned by Christen Sveaas. The Kistefos group
currently holds 5,824,667 shares in NextGenTel, equal to approximately 25% of
the total number of shares. The shares are held under a forwards contract with
Skandinaviska Enskilda Banken AB. Shareholders representing approximately 19% of
the total share capital of NextGenTel, including among others Hortulan AS,
Tigerstaden AS, Middelborg Invest AS, Datum AS and Eirik Lunde, have already
given their pre-acceptances to the offer, subject to customary conditions. All
shareholders who have been requested to provide pre-acceptances of the offer
have done so. The Kistefos group's ownership and obtained pre-acceptances
account for approximately 44% of the total number of shares on a combined
basis.

The board of directors of NextGenTel unanimously recommends the offer. Lars
Thoresen, chairman of the board of directors of NextGenTel said:

"Over the recent months the board of directors of NextGenTel has carefully
evaluated various strategic options for the company. After exploring various
alternatives we have come to the conclusion that the offer from Telecom Holding
3 AS represents a good alternative for NextGenTel and its shareholders and the
board has unanimously decided to recommend to NextGenTel's shareholders to
accept the offer".

Gunnar Jacobsen, investment director at Kistefos AS, said:

"We have had a long-term belief in NextGenTel, but have come to the conclusion
that the company can best be developed in a private setting. Accordingly, we
have decided to make an offer to the other shareholders to acquire their shares"


The offer will be subject to the following conditions:

(i)       The offer shall on or prior to the expiration of the offer period have
been accepted by shareholders representing (when taken together with any shares
acquired or agreed to be acquired by Telecom Holding 3 AS other than through the
offer) more than 90% of the issued and outstanding share capital and voting
rights of NextGenTel on a fully diluted basis;

(ii)      All permits, consents and approvals required under applicable
competition law for the completion of the offer shall have been obtained and any
applicable waiting periods shall have expired or lapsed, in each case without
conditions;

(iii)     No court or other governmental or regulatory authority of competent
jurisdiction shall have taken or threatened to take any form of legal action
(whether temporary, preliminary or permanent) that will or might restrain or
prohibit the consummation of the offer;

(iv)     Following the date of this announcement, NextGenTel shall, other than
with the prior written consent of Telecom Holding 3 AS, in all material respects
have conducted its business in the ordinary course and in accordance with
applicable laws, regulations and decisions of competent governmental and
regulatory authorities;

The offer will be financed by a combination of equity and committed external
debt financing. The offer will not contain any conditions as to financing or due
diligence.

The complete details of the offer, including all terms and conditions, will be
contained in an offer document to be sent to NextGenTel's shareholders following
review and approval by Oslo Børs pursuant to Chapter 6 of the Norwegian
Securities Trading Act. The offer period is expected to start in the week
beginning on 25 February 2019 and is expected to be three weeks from the date of
approval of the offer document, subject to extension by Telecom Holding 3 AS.
Shareholders are urged to read the offer document when it is available because
it will contain important information.

The recommendation from the board of directors of NextGenTel will be included in
the offer document. The recommendation from the board of directors of NextGenTel
will not be a formal statement made pursuant to sections 6-16 and 6-19 of the
Norwegian Securities Trading Act. NextGenTel will in consultation with Oslo Børs
engage an independent third party to give such a statement on its behalf.

This notification does not in itself constitute an offer. The offer will only be
made on the basis of the offer document and can only be accepted pursuant to the
terms of such document. The offer will not be made in any jurisdiction in which
the making of the offer would not be in compliance with the laws of such
jurisdiction.

Telecom Holding 3 AS intends to make a compulsory acquisition of the remaining
shares in NextGenTel upon acquiring more than 90% of the shares in NextGenTel
under the offer. Further, subject to the outcome of the offer, Telecom Holding 3
AS intends to propose to the general meeting of NextGenTel that an application
is filed with Oslo Børs to de-list the shares from Oslo Børs.

ABG Sundal Collier ASA is acting as financial adviser to NextGenTel. DNB
Markets, a part of DNB Bank ASA, is acting as financial adviser to Telecom
Holding 3 AS in connection with the offer. Advokatfirmaet Wiersholm AS is acting
as Norwegian legal adviser to Telecom Holding 3 AS and Advokatfirmaet Schjødt AS
is acting as Norwegian legal adviser to NextGenTel.

For further information, please contact:

Gunnar Jacobsen
Email: Gunnar.Jacobsen@kistefos.no

Important Notice:

The offer and the distribution of this announcement and other information in
connection with the offer may be restricted by law in certain jurisdictions.
Telecom Holding 3 AS and NextGenTel assume no responsibility in the event there
is a violation by any person of such restrictions. Persons into whose possession
this announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.

THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT
DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE
BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF
SUCH DOCUMENT

The offer is being made for the securities of NextGenTel Holding ASA, a company
incorporated under the laws of the Kingdom of Norway, and is being made in the
United States in compliance with, and reliance on, Section 14(e) of the US
Securities Exchange Act of 1934 and Regulation 14E thereunder. The offer will be
made in the United States by Telecom Holding 3 AS and no one else.

The offer is subject to disclosure and procedural requirements of the Kingdom of
Norway which are different from those in the United States. In addition, the
payment and settlement procedures with respect to the Offer will comply with the
relevant Norwegian rules, which differ from United States payment and settlement
procedures.