Bulletin
The terms of merger between Netia and its subsidiary Tele2 Polska Sp. z o.o. (71/2008)
WARSAW, Poland – December 12, 2008 - Netia SA (“Netia”) (WSE: NET), Poland‘s largest alternative provider of fixed-line telecommunications services, announced today that as part of the ongoing process of internal consolidation of Netia subsidiaries (the “Netia Group”), the decision have been made, in accordance with Article 492, section 1 subsection 1 of the Polish Commercial Companies Code (“CCC”), to merge the Company with its wholly owned subsidiary Tele2 Polska Sp. z o.o. with its registered seat in Warsaw (the “Acquired Company”).
The purpose of the internal consolidation is to simplify and make the Netia Group‘s capital structure more transparent. The Management Board believes that this will positively impact the Netia Group‘s operations through reduction of administrative costs, including a decrease in the scale of intercompany transactions in its daily operations.
Tele2 Polska Sp. z o.o. conducts telecommunications operations.
Consequently, Netia‘s Management Board and the Acquired Company’ Management Board executed on December 11, 2008 an agreement implementing the Terms of Merger as follows:
"Terms of Merger
between Netia SA and Tele2 Polska Sp. z o.o. dated December 11, 2008
The merger applies to the publicly listed company Netia Spółka Akcyjna with its registered seat in Warsaw (hereinafter “Netia”) and its single shareholder company Tele2 Polska Sp. z o.o. with its registered seat in Warsaw (hereinafter “Company”).
The merger shall be carried out pursuant to Article 492, §1, subsection 1 of the Commercial Companies Code (hereinafter the “CCC”) in relation to Article 515, §1 of the CCC through the transfer of the Company‘s (the acquired company‘s) assets to Netia (the acquiring company) without any increase in Netia‘s share capital, without any share exchanges and without amending Netia‘s Statute.
As the merger shall not involve an exchange of the Company‘s shares into Netia‘s shares, the information required under Article 499, §1, subsections 2 - 4 of the CCC has been omitted as unnecessary.
The merger shall not result in any of the rights referred to in Article 499 §1 subsection 5 of the CCC being granted, nor any special benefits as referred to in Article 499 §1 subsection 6 of the CCC.
Pursuant to Article 499 §2 of the CCC, the following documents are attached as Schedules to these Terms of Merger:
a) a draft resolution of Netia‘s General Meeting of Shareholders on the merger (Schedule No. 1);
b) a draft resolution of the Company‘s Meeting of Shareholders on the merger (Schedule No. 2);
c) an appraisal of the Company‘s assets as of November 30, 2008 (Schedule No. 3);
d) a representation containing information on Netia‘s accounting statement made as of November 30, 2008 (Schedule No. 4);
e) a representation containing information on the Company‘s accounting statements made as of November 30, 2008 (Schedule No. 5).”
The final decisions with regard to the merger of Netia and the Acquired Company will be resolved by the General Shareholders Meeting of Netia and the Meeting of Shareholders of the Acquired Company, which are planned to be convened in the first quarter of 2009.
Below please find the material Schedules to the Terms of Mergers concerning Netia:
- draft resolution of Netia‘s General Meeting of Shareholders on the merger;
- a representation containing information on Netia‘s accounting statement made as of November 30, 2008.
Netia‘s Management Board notes that the information relating to the net assets of the Acquired Company, as well as the representations containing information on Netia’s and the Acquired Company’s accounting statements as referred to above, have been made exclusively for the purposes of the internal consolidation of the Netia Group, do not constitute the financial statements of Netia or the Acquired Company. The consolidated financial statements of the Netia Group as at and for the year ended December 31, 2007 were published on February 28, 2008. The interim condensed consolidated financial statements of the Netia Group as at and for the three-month and nine-month periods ended September 30, 2008 were published on November 13, 2008.