Bulletin
Information on an intercompany transaction: transfer of shares’ ownership in Uni-Net (disposal of material assets) (44/2008)
WARSAW, Poland – September 8, 2008 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on September 8, 2008 it transferred ownership of 435,610 shares in the share capital of Uni-Net Sp. z o.o., with its seat in Warsaw (“Uni-Net”), with the nominal value of PLN 50 each and the total nominal value of PLN 21,780,500, to its 100% owned subsidiary operating under the business name Internetia Sp. z o.o. with its seat in Warsaw (“Internetia”). These shares represent 100% of the share capital and confer the right to 100% of the votes at Uni-Net’s meeting of shareholders (the “Shares”).
The transfer of the Shares was made in execution of the agreement concluded by Netia and Internetia on September 8, 2008. The Shares represent an in-kind contribution in exchange for which Netia acquired 280 newly issued shares in Internetia, with the nominal value of PLN 500 and at the issue price of PLN 67,860.00 each, i.e., for a total price of PLN 19,000,800.
As at June 30, 2008, the gross book value of the Shares disclosed in the financial statements of Netia SA was PLN 14,431,409.38.
The disposed Shares were classified as material assets, as they represent 100% of the share capital of Uni-Net and their acquisition by Internetia constitutes an investment of a long-term nature. The transaction has no impact on Netia’s consolidated financial statements.
Internetia is Netia’s subsidiary – Netia owns shares representing 100% of Internetia’s share capital and conferring the right to 100% of the votes at its meeting of shareholders. Apart from the contractual relations described below, there exist no other ties between Netia and the persons managing or supervising Netia and the buyer of the aforementioned assets. Messrs. Jonathan Eastick, Bertrand Le Guern and Tom Ruhan who are management board members at Netia serve also as supervisory board members at Internetia. Netia renders to Internetia operational support services.
The transfer of the Shares represents an interim step in the ongoing consolidation of operating companies within the Netia group.