6-K

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

For the month of August, 2002

Telesystem International Wireless Inc.

(Translation of registrant’s name into English)

1000 de La Gauchetiere Street West, 16^th floor,
Montreal, Quebec H3B 4W5 Canada

(Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

20-F [X]
40-F [   ]

     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.

Yes [   ]
No  [X]

     If  “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

     Attached hereto are: (i) the registrant’s earnings release for the second quarter and the three months ended June 30, 2002, (ii) a press release, dated August 27, 2002, relating to the closing of a $300 million senior loan facility by the registrant’s subsidiary, MobiFon S.A. and (iii) a press release, dated August 23, 2002, relating to the repayment by the registrant of $10 million under its senior secured corporate facility.

     The information furnished on this Form 6-K is hereby incorporated by reference to the registrant’s prospectus dated August 2, 2002, as contained in its Registration Statement on Form F-3 (Registration Nos. 333-96865 and 333-96865-01).

     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.

	TELESYSTEM INTERNATIONAL WIRELESS INC.
	By:	/s/ Margriet Zwarts
		Name: Margriet Zwarts Title: General Counsel and Secretary
Date: August 30, 2002

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Earnings release for the second quarter and the three months ended June 30, 2002.
99.2	Press release, dated August 23, 2002, relating to the repayment by the registrant of $10 million under its senior secured corporate facility.
99.3	Press release, dated August 27, 2002, relating to the closing of a $300 million senior loan facility by the registrant’s subsidiary, MobiFon S.A.

EX-99.1 3 m07713exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

For Immediate Publication

Highlights
For the second quarter and first six months ended June 30, 2002
All amounts are in US$ unless otherwise stated

TIW Reports EBITDA of $57 Million
and Operating Income of $22 Million

- First half EBITDA increases to $108 million
and operating income to $39 million

• Consolidated operating income before depreciation and amortization (EBITDA) from continuing operations increased 90% to $57.3 million compared to $30.2 million for the second quarter of 2001. This brings EBITDA to $108.0 million for the first six months of 2002 compared to $44.2 million for the same period last year, an increase of 144%. Operating income from continuing operations was $22.0 million for the quarter and $38.6 million for the first six months of 2002 compared to an operating income from continuing operations compared of $1.3 million for the second quarter 2001 and an operating loss from continuing operations of $11.6 million for the first six months of 2001.

• Net additions for the second quarter of 251,300, to reach total subscribers from continuing operations of 3,505,200, up 70% compared to 2,058,000 at the end of the second quarter of 2001.

• Proportionate subscribers from continuing operations rose 212% to 1,495,700 from 480,000 at the end of the second quarter of 2001, reflecting subscriber growth and the increase in TIW’s economic interest in ClearWave N.V. (“ClearWave”). On a comparable basis, the increase in proportionate subscribers was up 65% from 908,000 proportionate subscribers in 2001.

• In Romania, MobiFon added 156,500 net subscribers for the second quarter of 2002 for a total of 2,337,000, compared to 1,462,300 subscribers at the end of the same 2001 period, an increase of 60%. Service revenues increased by 19% to $103.0 million and EBITDA increased 20% to $55.9 million. Operating income rose 26% to $35.2 million compared to $27.9 million for the second quarter in 2001.

• In the Czech Republic, Cesky Mobil added 84,200 net subscribers for the second quarter, to reach 1,071,300 subscribers, an increase of 98% compared to 540,100 subscribers at the end of the second quarter of 2001. Service revenues nearly doubled to $53.5 million compared to $27.5 million for the second quarter of 2001. EBITDA was $3.6 million, Cesky Mobil’s second consecutive quarter of positive EBITDA, compared to negative EBITDA of $11.0 million for the same period last year.

• Consolidated service revenues increased 34% to $156.4 million compared to $116.6 million for the second quarter of 2001 and operating income from continuing operations reached $22.0 million compared to $1.3 million for the same period last year. Income from continuing operations was $39.9 million, or $0.08 basic and diluted earnings per share, including a pre-tax non-cash gain of $44.0 million related to the expiry of the TIW Units on June 30, 2002. At that date, the ClearWave shares included in the TIW Units detached and became freely tradeable. During the second quarter, the Company recorded a loss from discontinued operations of $129.6 million in relation with its Brazilian assets bringing net loss to $89.8 million or $0.18 basic and diluted loss per share. For the second quarter of 2001, the Company recorded a loss from continuing operations of $18.1 million, or $1.54 per share, and a $103.1 million loss from discontinued operations, bringing net loss to $121.2 million, or $7.85 per share.

• For the first six months of 2002, consolidated service revenues increased 36% to $295.1 million compared to $217.7 million for the same period last year. Operating income from continuing operations was $38.6 million compared to an operating loss of $11.6 million for the same period last year, an improvement of $50.2 million. Income from continuing operations was $79.4 million, or $0.19 basic and diluted earnings per share, including a pre-tax non-cash gain of $91.7 million mainly related to the financial restructuring completed during the first quarter and the expiry of the TIW Units. Net loss for the six month period was $50.2 million or $0.13 basic and diluted loss per share resulting from the second quarter loss from discontinued operations of $129.6 million. For the 2001 period, the Company recorded a loss from continuing operations of $39.0 million, or $3.29 per share, and a $330.5 million loss from discontinued operations mainly related to Dolphin Telecom plc, resulting in a net loss of $369.5 million, or $23.69 per share.

Press Release
For the second quarter and first six months ended June 30, 2002
All amounts are in US$ unless otherwise stated

TIW Reports EBITDA of $57 Million
and Operating Income of $22 Million

- First half EBITDA increases to $108 million
and operating income to $39 million

Montreal, Canada, August 12, 2002 – Telesystem International Wireless Inc. (TSX, “TIW”, Nasdaq, “TIWI”) today reported its results for the second quarter and first six months ended June 30, 2002.

Consolidated operating income before depreciation and amortization (EBITDA) from continuing operations increased 90% to $57.3 million compared to $30.2 million for the second quarter of 2001. This brings EBITDA to $108.0 million for the first six months of 2002 compared to $44.2 million for the same period last year, an increase of 144%. The strong EBITDA growth reflects the continued solid performance in Romania and improved results in the Czech Republic where the Company’s operating subsidiary recorded a second consecutive quarter of positive EBITDA. Operating income from continuing operations was $22.0 million compared to $1.3 million for the same period last year.

TIW recorded net additions for the second quarter of 251,300, to reach total subscribers from continuing operations of 3,505,200, up 70% compared to 2,058,000 at the end of the second quarter of 2001. Proportionate subscribers from continuing operations rose 212% to 1,495,700 from 480,000 at the end of the second quarter of 2001, reflecting subscriber growth and the increase in TIW’s economic interest in ClearWave N.V. (“ClearWave”). On a comparable basis, the increase in proportionate subscribers was up 65% from 908,000 proportionate subscribers in 2001.

“We are very pleased with the performance of our operations in both Romania and the Czech Republic,” said Bruno Ducharme, President and Chief Executive Officer of TIW. “Our Romanian operations continue to post solid results while growing at a healthy pace and we are rapidly improving our financial performance in the Czech Republic.”

Results of Operations

Consolidated service revenues increased 34% to $156.4 million compared to $116.6 million for the second quarter of 2001. The strong revenue growth, lower selling, general and administrative expenses (“SG&A”) as a percent of revenues and continued cost management at the corporate level resulted in an operating income from continuing operations of $22.0 million compared to $1.3 million for the same period last year. Income from continuing operations was $39.9 million, or $0.08 basic and diluted earnings per share, including a pre-tax non-cash gain of $44.0 million related to the expiry of the TIW Units on June 30, 2002. At that date, the ClearWave shares included in the TIW Units detached and became freely tradeable. During the second quarter, the Company recorded a loss from discontinued operations of $129.6 million in relation with its Brazilian assets bringing net loss to $89.8 million or $0.18 basic and diluted loss per share. For the second quarter of 2001, the Company recorded a loss from continuing operations of $18.1 million, or $1.54 per share, and a $103.1 million loss from discontinued operations, bringing net loss to $121.2 million, or $7.85 per share.

For the first six months of 2002, consolidated service revenues increased 36% to $295.1 million compared to $217.7 million for the same period last year. Operating income from continuing operations was $38.6 million compared to an operating loss of $11.6 million for the same period last year, an improvement of $50.2 million. Income from continuing operations was $79.4 million, or $0.19 basic and diluted earnings per share, including a pre-tax non-cash gain of $91.7 million mainly related to the financial restructuring completed during the first quarter and the expiry of the TIW Units. Net loss for the six month period was $50.2 million or $0.13 basic and diluted loss per share resulting from the second quarter loss from discontinued operations of $129.6 million. For the 2001 period, the Company recorded a loss from continuing operations of $39.0 million, or $3.29 per share, and a $330.5 million loss from discontinued operations mainly related to Dolphin Telecom plc, resulting in a net loss of $369.5 million, or $23.69 per share.

MobiFon S.A. – Romania

MobiFon added 156,500 net subscribers for the second quarter of 2002 for a total of 2,337,000, compared to 1,462,300 subscribers at the end of the same 2001 period, an increase of 60%. For the same quarter last year, MobiFon recorded 147,300 net additions. The pre-paid/post-paid mix at the end of the second quarter was 64/36 compared to 60/40 a year ago; the average monthly churn rate remained low at 1.55% for the quarter and 1.46% for the first six months and compared favorably to the 1.75% experienced during the first six months of 2001. As of June 30, 2002, MobiFon estimates it held an approximate 53.8% share of the cellular market in Romania compared to approximately 49% at the end of the second quarter last year.

Service revenues increased by 19% to $103.0 million, due to a larger subscriber base including a larger proportion of prepaid subscribers, compared to $86.6 million for the second quarter last year, while SG&A expenses were stable at 23% of service revenues for both periods. EBITDA increased 20% to $55.9 million compared to $46.4 million for the same period last year and EBITDA as a percent of service revenues improved to 54.3% compared to 53.6% in the quarter ending June 30, 2001. Operating income rose 26% to $35.2 million compared to $27.9 million for the second quarter in 2001.

For the first six months, service revenues increased 21% to $198.9 million compared to $164.6 million for the same period last year. EBITDA increased 25% to $108.5 million compared to $86.6 million for the 2001 period. Operating income rose 32% to $67.1 million compared to $51.0 million for the first six months of 2001.

Cesky Mobil a.s. — Czech Republic

Cesky Mobil added 84,200 net subscribers for the second quarter, to reach 1,071,300 subscribers, an increase of 98% compared to 540,100 subscribers at the end of the second quarter of 2001. Cesky Mobil estimates it held a 14% share of the national cellular market as of June 30, 2002, compared to a 10% share at the same time last year. During the past 12 months, management estimates cellular penetration in the Czech Republic increased to 75.3% from 54.1% at the end of the second quarter of 2001 when Cesky Mobil recorded net additions of 137,200 subscribers. The Company’s pre-paid/post-paid mix as of June 30, 2002 was 73/27 compared to 67/33 at June 30, 2001; this change in mix is primarily attributable to the strong growth in prepaid subscribers experienced during the last quarter of 2001 and the first quarter of 2002.

Service revenues nearly doubled to $53.5 million compared to $27.5 million for the second quarter of 2001. EBITDA was $3.6 million, Cesky Mobil’s second consecutive quarter of positive EBITDA, compared to negative EBITDA of $11.0 million for the same period last year. This improvement reflects the revenue impact of rapid subscriber growth and economies of scale. SG&A expenses declined to 38% of service revenues compared to 56% for the same period last year. Operating loss improved to $10.9 million compared to $20.7 million for the second quarter of 2001.

For the first six months, service revenues doubled to reach $96.2 million compared to $48.1 million for the same period in 2001. EBITDA reached $4.5 million compared to negative EBITDA of $30.2 million for the first six months of last year, an improvement of $34.7 million. Operating loss decreased to $23.5 million compared to $49.5 million for the same period in 2001.

Corporate and Other

The Company’s wireless operations in India and other corporate activities recorded negative EBITDA of $2.2 million and $4.9 million for the second quarter and first six months of 2002, respectively. This compares to negative EBITDA of $5.2 million and $12.2 million, respectively, for the same periods last year. The improvement reflects mainly a reduction in corporate overhead following the Company’s restructuring.

Discontinued Operations

On March 5, 2002 the Company adopted a formal plan to dispose of its Brazilian cellular operations by way of a sale of its equity interest within the next twelve months. Subsequent to March 31, 2002 there has been a significant deterioration in the value of the Brazilian Real relative to the U.S. dollar and in the trading values of shares of the Company’s Brazilian cellular operations and those of other wireless telecommunications companies in Brazil. In light of these sustained declines, the Company recorded in the second quarter a loss from discontinued operations of $129.6 million. Of this amount, $118.5 million consists of the foreign exchange translation losses related to these investments of which $86.2 million were already recorded as a reduction of shareholders’ equity as of March 31, 2002.

Liquidity and Capital Resources

For the second quarter and first six months of 2002, operating activities provided cash of $39.2 million and $57.3 million, respectively, compared to using $53.5 million and $86.0 million for the same periods last year. Cash provided in both 2002 periods reflects mainly an increase in income from continuing operations before depreciation and amortization.

Investing activities used cash of $53.2 million and $107.0 million for the second quarter and first six months of 2002, mainly for the expansion of cellular networks in Romania and the Czech Republic. This compares to $36.6 million and $85.0 million for the second quarter of 2001 and first six months last year. The higher amounts in both 2002 periods reflect mainly the fact that in 2001, investment in the cellular network in the Czech Republic reached a peak during the last quarter of the year while network investment in the current year has been more evenly distributed.

Financing activities used cash of $0.7 million for the second quarter due to the repayment of long term debt of $24.4 million which was substantially offset by borrowings of long term debt and proceeds from subsidiary shares issued to non-controlling interests. Financing activities provided cash of $60.5 million for the first six months of 2002, reflecting net proceeds of $41.2 million from a recapitalization completed during the first quarter, additions to long-term debt and investees’ shares issued to non-controlling interest, partially offset by the second quarter repayment of long-term debt of $24.4 million.

Cash and cash equivalents at the end of the second quarter totaled $94.4 million, including $34.9 million at the corporate level.

As of June 30, 2002, total consolidated indebtedness was $957.9 million, of which $295.8 million was at the corporate level, $238.1 million at MobiFon and $424.0 million at Cesky Mobil. Total indebtedness at the TIW level was comprised of $73.6 million due under the corporate bank facility and $221.0 million in 14% Senior Guaranteed Notes and related accrued interest and contingent payments. Both the total consolidated indebtedness and corporate indebtedness figures reflect the Company’s financial restructuring and recapitalization which was completed during the first quarter of 2002. On July 2, 2002, the maturity of the corporate credit facility was extended to September 15, 2002 and may be extended to December 15, 2002 at the Company’s option and subject to certain conditions including the granting of additional security. Considering the short term maturity of the corporate credit facility, committed cash obligations of the Company for the upcoming 12 months exceed its committed sources of funds and cash on hand. As a result, there is significant uncertainty as to whether the Company will have the ability to continue as a going concern. The Company continues to review opportunities to refinance or amend the terms of its corporate credit facility, raise new financing and sell assets.

Subsequent to June 30, 2002, MobiFon paid $15.5 million to its shareholders representing the second installment of a dividend declared in the first quarter of this year. The third installment will be paid in October 2002, subject to MobiFon meeting certain financial tests at the September quarter end. The total amount of the dividend declared is approximately $27.6 million, of which ClearWave’s share is approximately $17.5 million.

Following the end of the quarter, MobiFon announced it had mandated the European Bank for Reconstruction and Development (EBRD) to act as the lead arranger of a $300 million senior loan facility. MobiFon intends to use the proceeds to repay all existing indebtedness and to fund its continued growth. The loan package is subject to the completion of certain conditions including the negotiation and execution of definitive agreements and the receipt of certain approvals.

Conference Call

The conference call with analysts on the second quarter 2002 results for TIW and ClearWave will be made available via an audio web cast from TIW’s Internet site. The web cast is scheduled to begin at 9:00 a.m. EDST on Tuesday, August 13, 2002 (at http://www.tiw.ca). A replay of the conference call can also be heard between 12:00 p.m. on August 13 and 11:59 p.m. on September 13. To access the replay facility, dial (416) 695-5800 and you will be instructed to enter the access code: 1233533.

Forward-looking Statements

This news release may contain certain forward-looking statements that reflect the current views and/or expectations of the Company with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary significantly.

About TIW

TIW is a leading cellular operator in Central and Eastern Europe with over 3.5 million managed subscribers. TIW is the market leader in Romania through MobiFon S.A. and is active in the Czech Republic through Cesky Mobil a.s. The Company’s shares are listed on the Toronto Stock Exchange (“TIW”) and NASDAQ (“TIWI”).

- 30 -

For Information:
Media:	Investors:
Mark Boutet Telesystem International Wireless Inc. TEL.: (514) 673-8406 mboutet@tiw.ca	Serge Dupuis Telesystem International Wireless Inc. TEL.: (514) 673-8443 sdupuis@tiw.ca
Our web site address is: www.tiw.ca

TELESYSTEM INTERNATIONAL WIRELESS INC.

SELECTED CONSOLIDATED FINANCIAL AND OPERATIONG DATA (UNAUDITED)

(in thousands of U.S. dollars, except operating and per share data)

			Three months ended						Six months ended
			June 30,						June 30,
			2002			2001			2002			2001
			$			$			$			$
STATEMENTS OF INCOME (LOSS) AND CASH FLOWS DATA:
	Revenues			165,982			122,408			312,783			229,083
	Operating income (loss)			21,963			1,334			38,592			(11,623	)
	Interest expense, net			(24,413	)		(30,620	)		(51,612	)		(60,718	)
	Foreign exchange gain			7,564			1,558			10,215			818
	Gain (loss) on reorganization, Units exchange and expiry and on sale of investments			43,458			(849	)		91,127			2,581
	Income (loss) from continuing operations			39,868			(18,074	)		79,389			(38,954	)
	Loss from discontinued operations			(129,632	)		(103,106	)		(129,632	)		(330,526	)
	Net loss			(89,764	)		(121,180	)		(50,243	)		(369,480	)
	Basic and diluted earnings (loss) per share
		From continuing operations		0.08			(1.54	)		0.19			(3.29	)
		From discontinued operations		(0.26	)		(6.31	)		(0.32	)		(20.40	)
		Net loss		(0.18	)		(7.85	)		(0.13	)		(23.69	)
	Acquisitions of property, plant and equipment			53,677			38,066			107,485			69,327
OPERATING DATA FROM CONTINUING OPERATIONS
	Operating income before depreciation and amortization (1)			57,310			30,164			108,043			44,232
	Proportionate revenues (2)			70,374			31,352			134,046			58,572
	Proportionate operating income before depreciation and amortization (2)			28,900			7,763			54,943			10,926

		As at June 30,		As at December 31,
		2002		2001
		$		$
BALANCE SHEET DATA:
	Cash and cash equivalents from continuing operations		94,365		85,460
	Total assets		1,929,606		1,906,666
	Short-term and long-term debt from continuing operations		957,940		912,202
	Total capital (3)		1,302,784		1,377,494
	Total shareholders’ equity		150,847		169,057

TELESYSTEM INTERNATIONAL WIRELESS INC.

OVERVIEW OF CONTINUING OPERATIONS (4)

(as at June 30, 2002)

					Licensed
			Start-up		POPs		Total		Equity			Equity POPs		Equity Subscribers
		Technology	Date of Operations		(millions)		Subscribers (5)		Interest (6)			(millions)		(2)
Central/Eastern
Europe Cellular
	Romania	GSM		1997		22.5		2,337,000		54.4	%		12.2		1,271,300
	Czech Republic	GSM		Q1 2000		10.3		1,071,300		19.8	%		2.0		212,100
						32.8		3,408,300					14.2		1,483,400
Other
	India (Rajasthan)	GSM		1997		56.5		96,900		12.7	%		7.2		12,300
						56.5		96,900					7.2		12,300
Total						89.3		3,505,200					21.4		1,495,700

(1)	The Company uses the term operating income before depreciation and amortization, also defined as EBITDA, which may not be comparable to similarly titled measures reported by other companies. Operating income before depreciation and amortization should not be considered in isolation or as an alternative measurement of operating performance or liquidity to net income (loss), operating income (loss), cash flows from operating activities or any other measure of performance under GAAP. The Company believes that operating income (loss) before depreciation and amortization is viewed as a relevant supplemental measure of performance in the wireless telecommunications industry.
(2)	Proportionate financial figures and other operational data represent the combination of TIW’s ultimate proportionate ownership in each of its investees and is not intended to represent any measure of performance in accordance with generally accepted accounting principles.
(3)	Consists of share capital, warrants, additional paid-in-capital, equity component of convertible debentures and Units.
(4)	The results of Central and Eastern Europe are fully consolidated. India’s results are accounted for in a manner similar to the equity method. The results of Telemig and Tele Norte are fully consolidated at the Telpart level. However, the Company proportionately consolidates the results of Telpart, in which it has a 48.9% equity interest but which it jointly controls in terms of voting interest. The results of the Company’s interests in Telpart are also reported as discontinued operations.
(5)	Figures include 2,279,400 and 54,200 prepaid subscribers in Central and Eastern Europe and India, respectively.
(6)	Figures represent the Company’s direct and indirect ownership interests in its operations before the exercise of options.

TELESYSTEM INTERNATIONAL WIRELESS INC.

SECOND QUARTER 2002

INTERIM FINANCIAL STATEMENTS (UNAUDITED)

TELESYSTEM INTERNATIONAL WIRELESS INC.

CONSOLIDATED BALANCE SHEETS [Note 1]

(in thousands of U.S. dollars)

		June 30,			December 31,
		2002			2001
		$			$
		(unaudited)			(Note 1)
ASSETS
Current assets
	Cash and cash equivalents		94,365			85,460
	Trade debtors		46,955			48,759
	Inventories		14,147			15,385
	Deferred tax assets		951			3,548
	Prepaid expenses		30,514			22,012
	Current assets related to discontinued operations		160,973			182,047
	Other current assets		14,929			14,546
Total current assets			362,834			371,757
	Property, plant and equipment		995,390			871,915
	Licenses		99,648			97,667
	Goodwill [Note 2]		52,606			52,606
	Non-current assets related to discontinued operations		380,038			470,043
	Deferred financing costs		21,423			25,224
	Investments and other assets		17,667			17,454
			1,929,606			1,906,666
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
	Short-term loans		73,589			83,500
	Trade creditors and accrued liabilities		123,713			107,327
	Current liabilities related to discontinued operations		161,642			107,727
	Deferred revenues		34,162			32,370
	Current portion of long-term debt		54,365			44,519
Total current liabilities			447,471			375,443
	Long-term debt		829,986			784,183
	Deferred tax liabilities		4,480			3,548
	Non-current liabilities related to discontinued operations		254,019			381,432
	Other non-current liabilities		26,201			14,775
	Non-controlling interest		216,602			178,228
SHAREHOLDERS’ EQUITY [NOTE 3]
	Share capital		1,056,595			696,954
	Additional paid-in-capital		243,958			—
	Equity component of convertible debentures		—			405,195
	Units		—			260,843
	Warrants		2,231			14,502
	Deficit		(1,178,518	)		(1,126,015	)
	Cumulative translation adjustment [Notes 5 and 7]		26,581			(82,422	)
Total shareholders’ equity			150,847			169,057
			1,929,606			1,906,666

See accompanying Notes

TELESYSTEM INTERNATIONAL WIRELESS INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND DEFICIT (UNAUDITED) [Note 1]

(in thousands of U.S. dollars, except per share data)

			Three months ended						Six months ended
			June 30,						June 30,
			2002			2001			2002			2001
			$			$			$			$
						[Restated,						[Restated,
						Note 9]						Note 9]
			(unaudited)						(unaudited)
REVENUES
	Services			156,432			116,629			295,127			217,690
	Equipment			9,550			5,779			17,656			11,393
				165,982			122,408			312,783			229,083
	Cost of services			48,864			40,187			91,095			80,627
	Cost of equipment			13,931			9,849			26,908			19,524
	Selling, general and administrative expenses			45,877			42,208			86,737			84,700
	Depreciation and amortization			35,347			28,831			69,451			55,855
OPERATING INCOME (LOSS)				21,963			1,333			38,592			(11,623	)
	Interest expense			(24,714	)		(33,235	)		(52,246	)		(65,092	)
	Interest income			301			2,615			634			4,374
	Foreign exchange gain			7,564			1,558			10,215			818
	Gain (loss) on reorganization, Units exchange and expiry and on sale of investments [Note 3]			43,458			(849	)		91,127			2,581
Income (loss) before income taxes and non-controlling interest and discontinued operations				48,572			(28,578	)		88,322			(68,942	)
	Income taxes [Note 4]			8,661			—			15,490			—
Income (loss) before non-controlling interest and discontinued operations				39,911			(28,578	)		72,832			(68,942	)
Non-controlling interest				(43	)		10,504			6,557			29,989
Income (loss) from continuing operations				39,868			(18,074	)		79,389			(38,954	)
Loss from discontinued operations [Note 7]				(129,632	)		(103,106	)		(129,632	)		(330,526	)
Net loss				(89,764	)		(121,180	)		(50,243	)		(369,480	)
	Deficit, beginning of period as previously reported			(1,088,754	)		(1,124,059	)		(1,126,015	)		(858,602	)
		Adjustment [Note 9]		—			24,833			—			14,863
		As restated		(1,088,754	)		(1,099,226	)		(1,126,015	)		(843,739	)
	Interest paid in shares on convertible debentures			—			—			—			(11,625	)
	Accretion of equity component of convertible debentures			—			(7,137	)		(2,260	)		(2,699	)
Deficit, end of period				(1,178,518	)		(1,227,543	)		(1,178,518	)		(1,227,543	)
	Basic and diluted earnings (loss) per share
		From continuing operations		0.08			(1.54	)		0.19			(3.29	)
		From discontinued operations		(0.26	)		(6.31	)		(0.32	)		(20.40	)
		Net loss		(0.18	)		(7.85	)		(0.13	)		(23.69	)
	Weighted average number of shares			502,171,785			16,327,163			407,106,825			16,200,331

See accompanying Notes

TELESYSTEM INTERNATIONAL WIRELESS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) [Note 1]

(in thousands of U.S. dollars)

		Three months ended						Six months ended
		June 30,						June 30,
		2002			2001			2002			2001
		$			$			$			$
					[Restated,						[Restated,
					Note 9]						Note 9]
OPERATING ACTIVITIES
	Income (loss) from continuing operations		39,868			(18,074	)		79,389			(38,954	)
	Depreciation and amortization		35,347			28,831			69,451			55,855
	Non-cash interest on long-term debt		9,422			14,674			18,794			29,184
	Non-controlling interest		43			(10,504	)		(6,557	)		(29,989	)
	(Gain) loss on reorganization, Units exchange and expiry and on investments		(43,458	)		849			(91,127	)		(2,581	)
	Other non-cash items		(7,581	)		8,044			(4,043	)		11,349
	Changes in operating assets and liabilities		5,557			(77,279	)		(8,649	)		(110,835	)
Cash provided by (used in) operating activities			39,198			(53,459	)		57,258			(85,971	)
INVESTING ACTIVITIES
	Acquisitions of property, plant and equipment		(53,677	)		(38,066	)		(107,485	)		(69,327	)
	Increase of ownership in subsidiaries		—			—			—			(23,239	)
	Other investments and advances		489			1,428			489			7,525
Cash used in investing activities			(53,188	)		(36,638	)		(106,996	)		(85,041	)
FINANCING ACTIVITIES
	Repayment of short-term loans		(1,411	)		—			(9,911	)		(54,500	)
	Proceeds from units issued, net of issue costs		—			—			—			248,591
	Proceeds from shares issued, net of issue costs		—			—			—			667
	Proceeds from recapitalization, net of costs		—			—			41,202			—
	Proceeds from subsidiary shares issued to non-controlling interest		14,965			21,121			29,930			35,534
	Subsidiary’s dividends paid to non-controlling interest		(4,170	)		—			(4,170	)		—
	Proceeds from long-term debt		14,397			25,380			27,927			25,380
	Repayment of long-term debt		(24,439	)		(2,879	)		(24,439	)		(2,879	)
Cash provided by (used in) financing activities			(658	)		43,622			60,539			252,793
Net effect of exchange rate translation on cash and cash equivalents			2,992			(2,146	)		2,260			(2,929	)
Cash provided by (used in) continuing operations			(11,656	)		(48,621	)		13,061			78,852
Cash used in discontinued operations			(1,988	)		(56,091	)		(4,156	)		(57,979	)
Increase (decrease) in cash and cash equivalents			(13,644	)		(104,712	)		8,905			20,873
	Cash and cash equivalents, beginning of period		108,009			256,260			85,460			130,675
Cash and cash equivalents, end of period			94,365			151,548			94,365			151,548

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

As at June 30, 2002
(in thousands of U.S. dollars)

NOTE 1

BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTY

These unaudited consolidated interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and are based upon accounting policies and methods consistent with those used and described in the annual financial statements, with the exception of the change in the Canadian accounting policies mentioned in Note 2. These interim financial statements do not comply in all respects to the requirements of generally accepted accounting principles for annual financial statements. These financial statements should be read in conjunction with the most recent annual financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included. The consolidated balance sheet as at December 31, 2001, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

As at June 30, 2002, due to the short term maturity of its corporate credit facility, the committed cash obligations of the Company for the upcoming twelve months exceed the committed sources of funds and the Company’s cash and cash equivalents on hand. In addition, it will be necessary for the Company to comply with covenants to have access to its financing arrangements according to the terms of the related agreements. As a result, there is significant uncertainty as to whether the Company will have the ability to continue as a going concern. The Company continues to review opportunities to refinance or amend the terms of its corporate credit facility, raise new financing and sell assets.

The consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company not be successful in its efforts to refinance or amend the terms of its corporate credit facility, raise new financing and sell assets.

NOTE 2

CHANGE IN CANADIAN ACCOUNTING POLICIES

Effective January 1, 2002, the Company adopted CICA 3870 Stock-based compensation and other stock based payments. As permitted by CICA 3870 the Company has applied this change prospectively for new awards granted on or after January 1, 2002. The Company has chosen to recognize no compensation when stock options are granted to employees and directors under stock options with no cash settlement features. The fair value of stock options is determined using the Black Scholes option pricing model. In periods prior to January 1, 2002, the Company recognized no compensation when stock or stock options were issued to employees. Pro forma information regarding net income is required and has been determined as if the Company has accounted for its employee stock options under the fair value method. The fair value for these options was estimated at the date of granting using a Black-Scholes Option Pricing Model with the following assumptions for 2002: weighted-average risk-free interest rates of 5.0%; dividend yields of 0%; weighted-average volatility factors of the expected market price of the Company’s Subordinated Voting Shares of 40.0%; and a weighted-average expected life of the options of 5 years.

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

As at June 30, 2002
(in thousands of U.S. dollars)

NOTE 2

CHANGE IN CANADIAN ACCOUNTING POLICITIES (Cont’d)

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro forma net loss under Canadian GAAP would be increased by $1.5 million for the three months ended June 30, 2002 and $0.9 million for the six months then ended, considering all options issued since the beginning of the plans and would not have changed basic and diluted earnings-per-share figures. The issuances include 31.7 million options granted to directors and employees of the Company and approved by the Company’s shareholders on May 17, 2002.

In the first quarter of fiscal 2002, the Company adopted the standard in Section 3062, Goodwill and Other Intangible Assets, of the Canadian Institute of Chartered Accountants Handbook, to be applied prospectively. Under the new standard, goodwill is no longer amortized but tested for impairment on an annual basis and the excess of the carrying amount over the fair value of goodwill is charged to earnings.

The following table reconciles the reported net income and adjusted net income excluding amortization of goodwill:

	Three months ended						Six months ended
	June 30,						June 30,
	2002			2001			2002			2001
	$			$			$			$
				[Restated,						[Restated,
				Note 9]						Note 9]
Reported net loss		(89,764	)		(121,180	)		(50,243	)		(369,480	)
Amortization of goodwill from continuing operations		—			700			—			1,207
Amortization of goodwill from discontinued operations		—			2,363			—			4,902
Adjusted net income (loss)		(89,764	)		(118,117	)		(50,243	)		(363,371	)
Adjusted earnings (loss) per share Basic and fully diluted		(0.18	)		(7.67	)		(0.13	)		(23.31	)

NOTE 3

GAIN ON UNITS EXPIRY

On June 30, 2002, the Units terminated and the option to acquire 0.2 of the Company’s common shares for no additional consideration by tendering one Unit back to the Company expired. Consequently, the class A Subordinate Voting Shares of ClearWave N.V., contained in each unit detached. A gain of $44.0 million being the difference between the carrying value of the Units and the related ClearWave shares, was recognized.

NOTE 4

INCOME TAXES

The Company has recorded an income tax expense of $15.5 million for the six months ended June 30, 2002. This amount relates to the Company’s operating subsidiary, MobiFon S.A., which has generated net income and has utilized all its net operating loss carryforwards.

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

As at June 30, 2002
(in thousands of U.S. dollars)

NOTE 5

FOREIGN CURRENCY

The increase in the cumulative translation adjustment account of $109.0 million, reported as a component of shareholders’ equity, is explained by the appreciation of the Czech Koruna during the period $25.2 million, less $34.7 million related to the devaluation of the Brazilian real during the period and the realization of the cumulative translation adjustment losses related to Brazil of $118.5 million (See Note 7). The exchange rate was 35.587 Czech Koruna for one US dollar and 29.326 Czech Koruna for one US dollar as at December 31, 2001 and June 30, 2002, respectively. The exchange rate for the Brazilian real was 2.310 for one US dollar and 2.817 for one US dollar as at December 31, 2001 and June 30, 2002, respectively.

In addition, to manage a portion of it’s Euro based borrowing exposure, the Company’s operating subsidiary Cesky Mobil a.s. entered into a 6-month Euro to Koruna cross currency swap arrangement for €60.0 million ($59.5 million) on May 11, 2002. The Company has chosen not to designate this instrument as a hedge and as a result the change in fair value of this instrument is included in current liabilities and has been included in the determination of net income.

NOTE 6

DISTRIBUTION FROM MOBIFON S.A. (“MOBIFON”)

On March 27, 2002, the Company’s operating subsidiary MobiFon declared a dividend of Lei 900 billion ($27.6 million) of which $11.4 million was paid on April 9, 2002 and $15.5 million has been paid subsequent to June 30, 2002. The remaining portion is expected to be paid in October 2002, subject to MobiFon meeting certain financial tests at September 30, 2002. Due to the presence of cash balances at March 31, 2002 and June 30, 2002, MobiFon was also required, under its long-term debt facilities, to make mandatory prepayments of $3.8 million on April 10, 2002 and $5.2 million on July 10, 2002. The amount paid on July 10, 2002 has been included in current portion of long-term debt on the balance sheet. Should the cash balances necessary to facilitate dividend distributions be present on September 30, additional mandatory long-term debt repayments will also be required.

NOTE 7

DISCONTINUED OPERATIONS

On March 5, 2002 the Company adopted a formal plan to dispose of its Brazilian cellular operations by way of a sale of its equity interest within the next twelve months. Subsequent to March 31, 2002 there has been a significant deterioration in the value of the Brazilian real relative to the U.S. dollar and in the trading values of shares of the Company’s Brazilian cellular operations and those of other wireless telecommunications companies in Brazil. In light of these sustained declines, the Company recorded in the second quarter a loss from discontinued operations of $129.6 million. Of this amount $118.5 million consists of foreign exchange translation losses related to these investments of which $86.2 million were already recorded as a reduction of shareholders’ equity as of March 31, 2002. The value of the Company’s discontinued Brazilian assets remains subject to periodic reassessments to the date of disposal.

NOTE 8

SUBSEQUENT EVENTS

On July 2, 2002, the maturity of the corporate credit facility was extended to September 15, 2002 and may be extended to December 15, 2002 at the Company’s option and subject to certain conditions including the granting of additional security.

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

As at June 30, 2002
(in thousands of U.S. dollars)

NOTE 9

COMPARATIVE FIGURES

Certain comparative figures were restated to conform to the presentation adopted in this six-month period ended June 30, 2002 interim consolidated financial statements, with respect to discontinued operations and a change in accounting policy regarding foreign currency translation as described in Note 3 to the 2001 annual financial statements.

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of U.S. dollars)

NOTE 10

SEGMENTED INFORMATION FOR CONTINUING OPERATIONS

		FOR THE THREE MONTHS ENDED JUNE 30,
		2002										2001
												[(Restated, Note 9)]
				Czech										Czech
		Romania		Republic			Corporate					Romania		Republic			Corporate
		Cellular		Cellular			and Other			Total		Cellular		Cellular			and Other			Total
		$		$			$			$		$		$			$			$
Revenues
	Services		102,974		53,458			—			156,432		86,551		27,539			2,539			116,629
	Equipment		5,504		4,046			—			9,550		2,698		2,962			119			5,779
			108,478		57,504			—			165,982		89,249		30,501			2,658			122,408
Cost of services			20,024		28,840			—			48,864		17,226		21,682			1,278			40,187
Cost of equipment			8,971		4,960			—			13,931		5,426		4,322			101			9,849
Selling, general and administrative expenses			23,585		20,070			2,222			45,877		20,179		15,525			6,504			42,208
Operating income (loss) before depreciation and amortization			55,898		3,634			(2,222	)		57,310		46,418		(11,028	)		(5,225	)		30,164
Depreciation and amortization			20,728		14,577			42			35,347		18,556		9,652			623			28,831
Operating income (loss)			35,170		(10,943	)		(2,264	)		21,963		27,862		(20,680	)		(5,848	)		1,333
Acquisition of property, plant and equipment, including unpaid acquisitions			22,228		15,884			42			38,154		25,974		12,092			33			38,099

TELESYSTEM INTERNATIONAL WIRELESS INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

(in thousands of U.S. dollars)

NOTE 10 (cont’d)

SEGMENTED INFORMATION FOR CONTINUING OPERATIONS

		FOR THE SIX MONTHS ENDED JUNE 30,
		2002										2001
												[(Restated, Note 9)]
				Czech										Czech
		Romania		Republic			Corporate					Romania		Republic			Corporate
		Cellular		Cellular			and Other			Total		Cellular		Cellular			and Other			Total
		$		$			$			$		$		$			$			$
Revenues
	Services		198,925		96,202			—			295,127		164,584		48,075			5,031			217,690
	Equipment		10,066		7,590			—			17,656		5,182		5,975			236			11,393
			208,991		103,792			—			312,783		169,766		54,050			5,267			229,083
Cost of services			37,983		53,112			—			91,095		33,435		44,689			2,503			80,627
Cost of equipment			17,669		9,239			—			26,908		10,574		8,645			305			19,524
Selling, general and administrative expenses			44,861		36,946			4,930			86,737		39,180		30,881			14,639			84,700
Operating income (loss) before depreciation and amortization			108,478		4,495			(4,930	)		108,043		86,577		(30,165	)		(12,180	)		44,232
Depreciation and amortization			41,330		28,040			81			69,451		35,582		19,289			984			55,855
Operating income (loss)			67,148		(23,545	)		(5,011	)		38,592		50,995		(49,454	)		(13,164	)		(11,623	)
Acquisition of property, plant and equipment, including unpaid acquisitions			37,492		50,290			57			87,839		47,869		21,458			71			69,398
Property, plant and equipment, licenses and goodwill as at June 30, 2002 and December 31, 2001			533,825		613,027			792			1,147,644		537,739		483,604			845			1,022,188
Total assets of continuing operations as at June 30, 2002 and December 31, 2001			650,732		677,303			60,560			1,388,595		648,946		542,159			63,471			1,254,576

TELESYSTEM INTERNATIONAL WIRELESS INC.

SECOND QUARTER 2002

SUPPLEMENTARY INFORMATION

TELESYSTEM INTERNATIONAL WIRELESS INC.

RESULTS FROM CONTINUING OPERATIONS BY BUSINESS SEGMENT — PROPORTIONATE (UNAUDITED) (1)

(in thousands of U.S. dollars)

		FOR THE THREE MONTHS ENDED JUNE 30,
		2002										2001
												[Restated, Note 9])
				Czech										Czech
		Romania		Republic			Corporate					Romania		Republic			Corporate
		Cellular		Cellular			and Other			Total		Cellular		Cellular			and Other			Total
		$		$			$			$		$		$			$			$
Revenues
	Services		56,008		10,752			—			66,580		25,000		2,632			2,539			30,171
	Equipment		2,994		800			—			3,794		779		283			119			1,181
			59,002		11,372			—			70,374		25,779		2,915			2,658			31,352
Cost of services			10,891		5,704			—			16,595		4,976		2,072			1,278			8,326
Cost of equipment			4,879		981			—			5,860		1,567		413			101			2,081
Selling, general and administrative expenses			12,828		3,969			2,222			19,019		5,830		848			6,504			13,182
Operating income (loss) before depreciation and amortization			30,404		718			(2,222	)		28,900		13,406		(418	)		(5,225	)		7,763
Depreciation and amortization			11,273		2,883			42			14,198		5,528		915			623			7,066
Operating income (loss)			19,131		(2,165	)		(2,264	)		14,702		7,878		(1,333	)		(5,848	)		697

(1) Proportionate financial figures represent the combination of TIW’s ultimate proportionate ownership in each of its investees and is not intended to represent any measure of performance in accordance with generally accepted accounting principles

TELESYSTEM INTERNATIONAL WIRELESS INC.

RESULTS FROM CONTINUING OPERATIONS BY BUSINESS SEGMENT — PROPORTIONATE (UNAUDITED) (1)

(in thousands of U.S. dollars)

		FOR THE SIX MONTHS ENDED JUNE 30,
		2002										2001
												[(Restated, Note 9)]
				Czech										Czech
		Romania		Republic			Corporate					Romania		Republic			Corporate
		Cellular		Cellular			and Other			Total		Cellular		Cellular			and Other			Total
		$		$			$			$		$		$			$			$
Revenues
	Services		108,196		18,886			—			127,082		46,554		4,700			5,031			56,285
	Equipment		5,475		1,489			—			6,964		1,465		586			236			2,287
			113,671		20,375			—			134,046		48,019		5,286			5,267			58,572
Cost of services			20,659		10,425			—			31,084		9,453		4,389			2,503			16,345
Cost of equipment			9,610		1,813			—			11,423		2,989		848			305			4,142
Selling, general and administrative expenses			24,413		7,253			4,930			36,596		11,079		1,441			14,639			27,159
Operating income (loss) before depreciation and amortization			58,989		884			(4,930	)		54,943		24,498		(1,392	)		(12,180	)		10,926
Depreciation and amortization			22,583		5,501			81			28,165		10,369		1,886			984			13,239
Operating income (loss)			36,406		(4,617	)		(5,011	)		26,778		14,129		(3,278	)		(13,164	)		(2,313	)

(1) Proportionate financial figures represent the combination of TIW’s ultimate proportionate ownership in each of its investees and is not intended to represent any measure of performance in accordance with generally accepted accounting principles

TELESYSTEM INTERNATIONAL WIRELESS INC.

TIW’S NET DEBT POSITION AS AT JUNE 30, 2002 AND OTHER DATA (UNAUDITED)

(in thousands of U.S. dollars)

		Investee Level									TIW's Net Debt
		Paid-in Capital		Debt		Cash		Net Debt			Consolidated			Proportionate
		$		$		$		$			$			$
Investees
Central & Eastern Europe
	MobiFon		270,556		238,092		47,014		191,078			191,078			103,862
	TIW Czech		4,587		—		452		(452	)		(452	)		(94	)
	Cesky Mobil		362,207		424,018		11,621		412,397			412,397			81,559
	Corporate (1)		21,467		—		394		(394	)		(394	)		(337	)
												602,629			184,990
Other			54,027		—		90		(90	)		(27	)		(27	)
Total Investees												602,602			184,963
Corporate			1,302,784		295,830		34,857		260,973			260,973			260,973
Total												863,575			445,936

(1) Excludes inter-company demand loans

OUTSTANDING SHARE DATA AS AT JULY 31, 2002

The following represents all equity shares outstanding and the number of Subordinate Voting Shares into which all securities are convertible, exercisable or exchangeable:

		Subordinate
		Voting Share
Subordinate Voting Shares outstanding			467,171,780
Preferred Shares outstanding			35,000,000
Convertible instruments and other Outstanding granted employees and directors’ stock options			32,125,960
	Warrants		34,490,983
	Convertible Equity Subordinated Debentures		284,091
			569,072,814

EX-99.2 4 m07713exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

Press Release
For Immediate Publication

TIW REPAYS US$10 MILLION ON CORPORATE FACILITY

Montreal, Canada, August 23, 2002 — Telesystem International Wireless Inc. (“TIW”) announces that it has used the proceeds of approximately US$ 10 million from the partial repayment by its subsidiary ClearWave N.V (“ClearWave”) of an inter-company loan to reduce the amount outstanding on its senior secured corporate facility. The amount available and outstanding on the facility expiring December 15, 2002 is now US $63.5 million. Under the terms of the facility, any amount received by TIW and flowing from dividends paid by its Eastern European operations, other than amounts representing operational and investment requirements of TIW and ClearWave to December 15, 2002, will be used to further reduce the amount outstanding on the corporate facility.

About TIW and ClearWave N.V.

TIW, through its subsidiary ClearWave N.V., is a leading cellular operator in Central and Eastern Europe with over 3.5 million managed subscribers. ClearWave is the market leader in Romania through MobiFon S.A. and is active in the Czech Republic through Ceský Mobil a.s. TIW’s shares are listed on the Toronto Stock Exchange (“TIW”) and NASDAQ (“TIWI”).

For Information:

Media:	Investors:
Mark Boutet Telesystem International Wireless Inc. TEL.: (514) 673-8406 mboutet@tiw.ca	Serge Dupuis Telesystem International Wireless Inc. TEL.: (514) 673-8443 sdupuis@tiw.ca
Our web site address is: www.tiw.ca

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2

EX-99.3

Exhibit 99.3

Press Release
For Immediate Publication

MOBIFON CLOSES SENIOR LOAN FACILITY
OF US$ 300 MILLION

Montreal, Canada and Amsterdam, the Netherlands, August 27, 2002 — Telesystem International Wireless Inc. (“TIW”) and ClearWave N.V (“ClearWave”) are pleased to announce that their Romanian subsidiary MobiFon S.A. (“MobiFon”) has closed a US$ 300 million senior loan facility led and arranged by the European Bank for Reconstruction and Development (“EBRD”). MobiFon is the largest GSM operator in Romania.

The 6 year senior loan financing consists of an EBRD loan of US$ 230 million, of which US$ 120 million was provided by international commercial banks. Co-lenders include ABN AMRO Bank N.V., Bank Austria Creditanstalt AG, Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO), Raiffeisen Zentralbank Oesterreich, Citibank N.A, Nordea and International Finance Participation Trust. ABN AMRO Bank N.V. and Bank Austria Creditanstalt AG acted as Joint Mandated Arrangers and Underwriters of the commercial bank syndication.

Two parallel loans of US$ 35 million each from Export Development Canada and Nordic Investment Bank are also part of the financing. MobiFon will use the proceeds from the loan to repay all existing indebtedness and to fund its continued growth.

“The move from project financing to a corporate loan reflects the strong financial performance of MobiFon in recent years” said James J Jackson, Chief Financial Officer of ClearWave. “The new facility provides MobiFon with greater financial flexibility with regard to the use of its free cash flow, including distributions to its shareholders subject to meeting certain financial tests” added Mr. Jackson.

“This senior loan facility is the largest private sector loan in Romania since reforms began in the early 1990s” said Noreen Doyle, the EBRD’s First Vice President. “The success of the syndication illustrates the growing confidence that lenders have in providing long-term finance to well-managed, strong companies in the Romanian private sector” added Ms Doyle.

MobiFon leads the mobile communications market in Romania with 2,330,000 GSM customers at the end of June 2002. MobiFon launched the first GSM network in Romania, on April 15, 1997 under the brand name Connex. The Connex network covers 95 percent of the Romanian population and offers roaming services in 90 countries/areas, through 203 operators.

About TIW and ClearWave N.V.

TIW, through its subsidiary ClearWave N.V., is a leading cellular operator in Central and Eastern Europe with over 3.5 million managed subscribers. ClearWave is the market leader in Romania through MobiFon S.A. and is active in the Czech Republic through Ceský Mobil a.s. TIW’s shares are listed on the Toronto Stock Exchange (“TIW”) and NASDAQ (“TIWI”).

For Information:
In North America:	In Central/Eastern Europe:
Media:	Igor Prerovsky
Mark Boutet Telesystem International Wireless Inc. TEL.: (514) 673-8406 mboutet@tiw.ca	ClearWave N.V. TEL.: + 4202.7117.1551 igor.prerovsky@oskarmobil.cz
Investors: Serge Dupuis Telesystem International Wireless Inc. TEL.: (514) 673-8443 sdupuis@tiw.ca
Our web site addresses are: www.tiw.ca www.clearwave.cz www.connex.ro