UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act Of 1934
(Amendment No. 1)*
724 Solutions, Inc.
Common Stock, no par value per share
81788Q100
Jan Henrik Ahrnell
General Counsel
TeliaSonera AB
Mårbackagatan 11
S-123 86 Farsta, Sweden
(+46 8) 713 1000
With a copy to:
Petri Haussila, Esq.
White & Case LLP
Eteläranta 14
FIN-00130 Helsinki, Finland
(+358 9) 228 641
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 9, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| o | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13G/A 724 SOLUTIONS, INC. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT A | ||||||||
| JOINT FILING AGREEMENT | ||||||||
| CUSIP No. 81788Q100 | |
| 1. | NAME OF REPORTING PERSON |
||||
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||
TeliaSonera
AB I.R.S.
Identification No. |
|||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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(b) |
o |
||||
| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
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Sweden |
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5. |
SOLE VOTING POWER |
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0 |
|||||
| NUMBER OF | 6. |
SHARED VOTING POWER |
|||
| SHARES | |||||
| BENEFICIALLY | 6,400,000 |
||||
| OWNED BY | |||||
| EACH REPORTING | 7. |
SOLE DISPOSITIVE POWER |
|||
| PERSON WITH | |||||
0 |
|||||
8. |
SHARED DISPOSITIVE POWER |
||||
6,400,000 |
|||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||
6,400,000 |
|||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||
16.4% |
|||||
| 12. | TYPE OF REPORTING PERSON |
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HC |
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| CUSIP No. 81788Q100 | |
| 1. | NAME OF REPORTING PERSON |
||||
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||
Sonera
Corporation I.R.S.
Identification No. |
|||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||
(a) |
o |
||||
(b) |
o |
||||
| 3. | SEC USE ONLY |
||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
||||
Finland |
|||||
5. |
SOLE VOTING POWER |
||||
0 |
|||||
| NUMBER OF | 6. |
SHARED VOTING POWER |
|||
| SHARES | |||||
| BENEFICIALLY | 6,400,000 |
||||
| OWNED BY | |||||
| EACH REPORTING | 7. |
SOLE DISPOSITIVE POWER |
|||
| PERSON WITH | |||||
0 |
|||||
8. |
SHARED DISPOSITIVE POWER |
||||
6,400,000 |
|||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||
6,400,000 |
|||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
||||
16.4% |
|||||
| 12. | TYPE OF REPORTING PERSON |
||||
CO |
|||||
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SCHEDULE 13G/A
724 SOLUTIONS, INC.
TeliaSonera AB, a Swedish corporation, previously named Telia AB (“TeliaSonera”), Sonera Corporation, a Finnish corporation (“Sonera”) (collectively, the “Reporting Persons”), hereby file this Amendment No. 1 (“Amendment No. 1”) to amend and supplement the Statement on Schedule 13G originally filed on February 14, 2001 (the “Statement”), with respect to the common stock, no par value per share (the “Common Shares”), of 724 Solutions, Inc., an Ontario corporation (the “Company”). As provided in the Joint Filing Agreement filed as Exhibit No. 1 hereto, the Reporting Persons have agreed pursuant to Rule 13d-1(k) under the Securities and Exchange Act of 1934, to file one Statement on Schedule 13G with respect to their ownership of the Common Shares.
This Amendment No. 1 is being filed solely to reflect the completion of TeliaSonera’s exchange offer for all the outstanding shares, including shares represented by American Depositary Shares, and certain warrants of Sonera, pursuant to which (1) TeliaSonera acquired approximately 95 percent of Sonera’s outstanding shares, (2) Sonera became a 95 percent majority-owned subsidiary of TeliaSonera and (3) TeliaSonera became the ultimate beneficial owner of the Common Shares held of record by Sonera.
Capitalized terms used but not defined in this Amendment No. 1 have the meaning assigned thereto in the Statement. The Statement is hereby amended and supplemented by this Amendment No. 1.
Item 2(a) Name of Persons Filing
The response to Item 2(a) of the Statement is hereby amended in its entirety to read as follows:
“TELIASONERA AB
SONERA CORPORATION”
Item 2(b) Address of Principal Business Office or, if none, Residence
The response to Item 2(b) of the Statement is hereby amended in its entirety to read as follows:
“TELIASONERA AB — Mårbackagatan 11, S-123 86 Farsta, Sweden
SONERA CORPORATION — Teollisuuskatu 15, P.O. Box 106, FIN-00051, Helsinki, Finland”
Item 2(c) Citizenship
The response to Item 2(c) of the Statement is hereby amended in its entirety to read as follows:
“TELIASONERA AB — Sweden
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SONERA CORPORATION — Finland”
| Item 4. | Ownership | ||
| The response to Item 4(c) of the Statement is hereby amended in its entirety to read as follows: | |||
| “(i) | Sole power to vote or to direct the vote: 0 | ||
| (ii) | Shared power to vote or to direct the vote: 6,400,000 | ||
| (iii) | Sole power to dispose or to direct the disposition of : 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 6,400,000” | ||
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 19, 2002
| TELIASONERA AB | ||
| By: | /s/ ANDERS IGEL | |
| Name: Anders Igel Title: President and CEO |
||
| By: | /s/ JAN HENRIK AHRNELL | |
| Name: Jan Henrik Ahrnell Title: General Counsel |
||
| SONERA CORPORATION | ||
| By: | /s/ KIM IGNATIUS | |
| Name: Kim Ignatius Title: CFO |
||
| By: | /s/ MAIRE LAITINEN | |
| Name: Maire Laitinen Title: Group General Counsel |
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EXHIBIT INDEX
| A. | Joint Filing Agreement between TeliaSonera AB and Sonera Corporation |
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common shares of 724 Solutions, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.
December 19, 2002
| TELIASONERA AB | ||
| By: | /s/ ANDERS IGEL | |
|
|
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| Name: Anders Igel Title: President and CEO |
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| By: | /s/ JAN HENRIK AHRNELL | |
|
|
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|
Name: Jan Henrik Ahrnell Title: General Counsel |
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| SONERA CORPORATION | ||
| By: | /s/ KIM IGNATIUS | |
|
|
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|
Name: Kim Ignatius Title: CFO |
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| By: | /s/ MAIRE LAITINEN | |
|
|
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Name: Maire Laitinen Title: Group General Counsel |
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