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29 September 2011
The execution of a Loan Agreement with Rabobank Polska S.A. (as the Facility Agent), BNP Paribas S.A., BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (46/2011)
The management board of Netia SA (the “Company” or “Netia”), Poland’s largest alternative provider of fixed-line telecommunications services, hereby announces that, on 29 September 2011, Netia and Internetia Sp. z o.o. with its registered seat in Warsaw (the “Borrowers”) executed a loan agreement (the “Agreement”) with Rabobank Polska S.A. (the “Facility Agent”) and BNP Paribas S.A., BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (jointly with the Facility Agent, the “Lenders”), whereunder the Lenders agreed to extend to the Borrowers a term facility maturing in five years with a total of PLN 650,000,000 (six hundred and fifty million), designated for the Company to acquire 19,598,000 shares in Telefonia DIALOG S.A. with its registered seat in Wrocław (“Dialog”), constituting 100% of the share capital of Dialog, and a PLN 50,000,000 (fifty million) revolving facility for general operating purposes.
The Agreement was executed in performance of the mandate letter executed on 29 July 2010 between the Company and Rabobank Polska S.A., Raiffeisen Bank Polska S.A. and BRE Bank S.A., and arranged by Rabobank Polska S.A. (see current report No. 27/2010, dated 29 July 2010).
The loan accrues annual interest at the rate of 3M WIBOR or the 6M WIBOR (at the Company’s choice) plus a margin established depending on the level of debt. The terms and conditions of the Agreement comply with market practice and are not different from the terms and conditional generally applied to such types of agreements.
To secure the Lender’s claims under or related to the Agreement, the Borrowers agreed to establish in favour of the Lenders mortgages, financial and registered pledges and to make relevant representations on submission to enforcement, and to execute agreements on assignment as collateral security.
The Agreement constitutes a material agreement for the purposes of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (Journal of Laws 2009, No. 33, item 259, as amended), because the estimated value of the Agreement exceeds 10% of Netia’s equity.
Legal basis: §5, section 1.3 and §9 of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (Journal of Laws 2009, No. 33, item 259, as amended) and Art. 56, section 1.2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)
The Agreement was executed in performance of the mandate letter executed on 29 July 2010 between the Company and Rabobank Polska S.A., Raiffeisen Bank Polska S.A. and BRE Bank S.A., and arranged by Rabobank Polska S.A. (see current report No. 27/2010, dated 29 July 2010).
The loan accrues annual interest at the rate of 3M WIBOR or the 6M WIBOR (at the Company’s choice) plus a margin established depending on the level of debt. The terms and conditions of the Agreement comply with market practice and are not different from the terms and conditional generally applied to such types of agreements.
To secure the Lender’s claims under or related to the Agreement, the Borrowers agreed to establish in favour of the Lenders mortgages, financial and registered pledges and to make relevant representations on submission to enforcement, and to execute agreements on assignment as collateral security.
The Agreement constitutes a material agreement for the purposes of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (Journal of Laws 2009, No. 33, item 259, as amended), because the estimated value of the Agreement exceeds 10% of Netia’s equity.
Legal basis: §5, section 1.3 and §9 of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (Journal of Laws 2009, No. 33, item 259, as amended) and Art. 56, section 1.2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (Journal of Laws 2005, No. 184, item 1539, as amended)