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Capital Interest AMS Acquisition B.V. in Teleplan International N.V. at 86.4%


Announcement pursuant to section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

The voluntary public takeover offer (“Offer“) of AMS Acquisition B.V., Utrecht, The Netherlands, (“Offeror“) dated 10 January 2011 to the shareholders of Teleplan International N.V., Amsterdam, The Netherlands, (“Teleplan N.V.“), to acquire all their bearer ordinary shares with a nominal value of EUR 0.25 in Teleplan N.V. (ISIN NL00009458) (“Teleplan Shares“) for a consideration of EUR 2.50 in cash per share (“Offer“) was accepted for a total of 52,295,046 Teleplan Shares within the acceptance period, which expired on 7 February 2011 at 24.00 hrs, Central European Time. This corresponds to approximately 86.38 per cent of the share capital and the voting rights of Teleplan N.V.

Neither the Offeror, the persons acting in concert with the Offeror within the meaning of section 2 para. 5 WpÜG nor any of their subsidiaries held any Teleplan Shares as of the end of the acceptance period and there were no voting rights from Teleplan Shares attributable to them.
According to section 16, para. 2, sentence 1 WpÜG all shareholders of Teleplan N.V. who have not accepted the Offer so far may accept the Offer within two weeks from this announcement, i.e. until

24 February, 2011, midnight Central European Time)

pursuant to Section 5.4 in connection with Section 13.7 of the offer document.

Notification pursuant to section 12.4 of the offer document

Pursuant to Section 12.1 of the offer document the Offer is subject to several conditions precedent (the “Offer Conditions“), in particular reaching the minimum acceptance threshold pursuant to Section 12.1(a) of the offer document (i.e. acceptance of the Offer for at least 45,601,895 Teleplan shares). All Offer Conditions have been fulfilled.

Due to the fulfillment of all Offer Conditions the Offer has become effective.

AMS Acquisition B.V.