Bulletin
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16 December 2011
Conclusion of a significant agreement resulting in the disposal of assets of significant value by the Issuer to its subsidiary - Netia Brand Management Sp. z o.o. (78/2011)
The Management Board of Netia SA (hereinafter referred to as „Netia”, “Issuer”) informs that on 16 December 2011 it signed an agreement on transferring to its subsidiary - limited liability company, Netia Brand Management Sp. z o. o. with its registered office in Warsaw (hereinafter referred to as “Subsidiary”) an organized part of Netia's enterprise being the set of tangible and intangible assets, separated in the existing enterprise of Netia, functionally related, capable of individual implementation of specific business goals identified in the organization structure of Netia as Netia Brand Management Department, which are the assets of significant value.
Transfer of the organized part of the enterprise has been concluded by way of performance of the agreement on transferring the mentioned assets (Contribution in kind) signed by the Issuer and the Subsidiary as a result of the increase of the initial capital of the Subsidiary.
According to the resolution of the Extraordinary General Meeting of the shareholders of Netia Brand Management Sp. z o. o. adopted on 16 December 2011, the initial capital of Netia Brand Management Sp. z o. o. has been increased by PLN 311,044,000.00 (PLN three hundred and eleven million forty four thousand) i.e. from the amount of PLN 5,000.00 (PLN five thousand) to the amount of 311,049,000.00 (three hundred and eleven million forty nine thousand) by establishing 6,220,880.00 (six million two hundred and twenty thousand eight hundred and eighty) new shares of a par value of PLN 50,00 (PLN fifty) each.
All newly established shares in the increased initial capital of Netia Brand Management Sp. z o.o. were taken hold of by the Issuer as the only shareholder of the Subsidiary and covered by the in-kind contribution worth PLN 311,044,000.00 (PLN three hundred and eleven million forty four thousand) by way of the said agreement transferring the organized part of the enterprise, i.e. the set of tangible and intangible assets, separated in the existing enterprise of the Issuer, functionally related, capable of individual implementation of specific business goals identified in the organization structure of the Issuer as the Netia Brand Management Department, also including all the rights and obligations functionally connected with that part of the enterprise. The shares were taken hold of at their nominal value.
The organized part of the enterprise was transferred to the Subsidiary on the day of concluding the said agreement i.e. on 16 December 2011.
The components of the organized part of the enterprise as transferred under the agreement are as follows:
i.Intellectual Property Rights, including trademark rights;
ii.movable fixed assets and other movables not being fixed assets, including equipment related to the activity of the Department
iii. rental agreements, lease agreements and other titles enabling to use the movables and other agreements related to the activity of the Department;
iv.accounts receivable concerning the activity and any other accounts receivable and money stored in bank accounts and cash concerning the Department’s activity.
v.trade secrets related to the activity of the Department
vi.books and documents related to the activity of the Department, including the human resources and wages documentation
vii.team of employees of the Department constituting an employing entity
viii.liabilities related to the activity of the Department
The Issuer holds 100% of shares in the initial capital of Netia Brand Management Sp. z o. o. and 100 % of the votes at the General Meeting. Following the Court registration of the increase in the initial capital on the basis of the resolution adopted on 16 December 2011, the Issuer shall hold 100% of shares in the initial capital of Netia Brand Management Sp. z o.o as well as 100% of votes at its General Meeting.
The in kind contribution of the organized part of the enterprise to the Subsidiary in exchange for taking hold of new shares constitutes the disposal by the Issuer of assets of significant value. At the same time it constitutes the acquisition by the Issuer of assets of significant value. The in-kind contribution exceeds 10% of the Issuer’s equity and thus meets the criteria for being considered as assets of significant value.
Transfer of the organized part of the enterprise has been concluded by way of performance of the agreement on transferring the mentioned assets (Contribution in kind) signed by the Issuer and the Subsidiary as a result of the increase of the initial capital of the Subsidiary.
According to the resolution of the Extraordinary General Meeting of the shareholders of Netia Brand Management Sp. z o. o. adopted on 16 December 2011, the initial capital of Netia Brand Management Sp. z o. o. has been increased by PLN 311,044,000.00 (PLN three hundred and eleven million forty four thousand) i.e. from the amount of PLN 5,000.00 (PLN five thousand) to the amount of 311,049,000.00 (three hundred and eleven million forty nine thousand) by establishing 6,220,880.00 (six million two hundred and twenty thousand eight hundred and eighty) new shares of a par value of PLN 50,00 (PLN fifty) each.
All newly established shares in the increased initial capital of Netia Brand Management Sp. z o.o. were taken hold of by the Issuer as the only shareholder of the Subsidiary and covered by the in-kind contribution worth PLN 311,044,000.00 (PLN three hundred and eleven million forty four thousand) by way of the said agreement transferring the organized part of the enterprise, i.e. the set of tangible and intangible assets, separated in the existing enterprise of the Issuer, functionally related, capable of individual implementation of specific business goals identified in the organization structure of the Issuer as the Netia Brand Management Department, also including all the rights and obligations functionally connected with that part of the enterprise. The shares were taken hold of at their nominal value.
The organized part of the enterprise was transferred to the Subsidiary on the day of concluding the said agreement i.e. on 16 December 2011.
The components of the organized part of the enterprise as transferred under the agreement are as follows:
i.Intellectual Property Rights, including trademark rights;
ii.movable fixed assets and other movables not being fixed assets, including equipment related to the activity of the Department
iii. rental agreements, lease agreements and other titles enabling to use the movables and other agreements related to the activity of the Department;
iv.accounts receivable concerning the activity and any other accounts receivable and money stored in bank accounts and cash concerning the Department’s activity.
v.trade secrets related to the activity of the Department
vi.books and documents related to the activity of the Department, including the human resources and wages documentation
vii.team of employees of the Department constituting an employing entity
viii.liabilities related to the activity of the Department
The Issuer holds 100% of shares in the initial capital of Netia Brand Management Sp. z o. o. and 100 % of the votes at the General Meeting. Following the Court registration of the increase in the initial capital on the basis of the resolution adopted on 16 December 2011, the Issuer shall hold 100% of shares in the initial capital of Netia Brand Management Sp. z o.o as well as 100% of votes at its General Meeting.
The in kind contribution of the organized part of the enterprise to the Subsidiary in exchange for taking hold of new shares constitutes the disposal by the Issuer of assets of significant value. At the same time it constitutes the acquisition by the Issuer of assets of significant value. The in-kind contribution exceeds 10% of the Issuer’s equity and thus meets the criteria for being considered as assets of significant value.