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14 February 2012
Establishment of the registered pledges over the material assets (7/2012)
Netia SA (“Netia” or the “Company”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced, in connection with its current report No. 46/2011 on execution by Netia and Internetia Sp. z o.o. of a loan agreement (the “Facility Agreement”) with Rabobank Polska S.A. (the “Facility Agent”) and BNP Paribas S.A. Oddział w Polsce, BRE Bank S.A., Raiffeisen Bank Polska S.A. and Raiffeisen Bank International AG (jointly with the Facility Agent, the “Lenders”), current report No. 78/2011 regarding sale of the material assets by Netia to its wholly owned subsidiary Netia Brand Manegement Sp. z o.o. (“Netia Brand Management”) and current report No. 69/2011 regarding acquisition of Telefonia Dialog S.A. (“Dialog”) by Netia hereby informs that:
1. on 13 February 2012 Netia was informed that a registered pledge over 19,598,000 shares in Dialog with the nominal value of PLN 25 each and the total nominal value of PLN 489,950,000 constituting 100% of the share capital of Dialog and entitling to exercise 100% of the votes at the general meeting of Dialog was established. Netia is the owner of 100% of the shares in Dialog. Shares in Dialog are long term investment of Netia. The pledge was registered on 26 January 2012.
The registered pledge was established on the basis of the agreement signed by Netia and the Facility Agent acting as the administrator of the pledge in its own name and on the account of the Lenders. The registered pledge was established in order to secure the repayment of a credit facility and revolving loan granted to Netia and Internetia Sp. z o.o. on the basis of the Facility Agreement dated 29 September 2011 in the aggregate amount of PLN 700,000,000 up to the maximum aggregate amount of PLN 1,050,000,000. The abovementioned pledge was considered as a pledge over the material assets of Netia due to the fact that the value of the pledged assets is greater than 10% of Netia’s own capital; and
2. on 13 February 2012 Netia was informed that a registered pledge over 6,220,000 shares in Netia Brand Management with the nominal value of PLN 50 each and the total nominal value of PLN 311,049,000 constituting 100% of the share capital of Netia Brand Management and entitling to exercise 100% of the votes at the shareholders’ meeting of Netia Brand Management was established. Netia is the owner of 100% of the shares in Netia Brand Management. Shares in Netia Brand Management are long term investment of Netia. The pledge was registered on 7 February 2012.
The registered pledge was established on the basis of the agreement signed by Netia and the Facility Agent acting as the administrator of the pledge on its own name and on the account of the Lenders. The registered pledge was established in order to secure the repayment of a credit facility and revolving loan granted to Netia and Internetia Sp. z o.o. on the basis of the Facility Agreement dated 29 September 2011 in the aggregate amount of PLN 700,000,000 and liabilities which may result from the interest rate hedging agreements up to the maximum aggregate amount of PLN 1,108,500,000. The abovementioned pledge was considered as a pledge over the material assets of Netia due to the fact that the value of the pledged assets is greater than 10% of Netia’s own capital.
None of the Lenders is an entity related with Netia.
Legal basis: §5, section 1.1 and §7 and 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).
1. on 13 February 2012 Netia was informed that a registered pledge over 19,598,000 shares in Dialog with the nominal value of PLN 25 each and the total nominal value of PLN 489,950,000 constituting 100% of the share capital of Dialog and entitling to exercise 100% of the votes at the general meeting of Dialog was established. Netia is the owner of 100% of the shares in Dialog. Shares in Dialog are long term investment of Netia. The pledge was registered on 26 January 2012.
The registered pledge was established on the basis of the agreement signed by Netia and the Facility Agent acting as the administrator of the pledge in its own name and on the account of the Lenders. The registered pledge was established in order to secure the repayment of a credit facility and revolving loan granted to Netia and Internetia Sp. z o.o. on the basis of the Facility Agreement dated 29 September 2011 in the aggregate amount of PLN 700,000,000 up to the maximum aggregate amount of PLN 1,050,000,000. The abovementioned pledge was considered as a pledge over the material assets of Netia due to the fact that the value of the pledged assets is greater than 10% of Netia’s own capital; and
2. on 13 February 2012 Netia was informed that a registered pledge over 6,220,000 shares in Netia Brand Management with the nominal value of PLN 50 each and the total nominal value of PLN 311,049,000 constituting 100% of the share capital of Netia Brand Management and entitling to exercise 100% of the votes at the shareholders’ meeting of Netia Brand Management was established. Netia is the owner of 100% of the shares in Netia Brand Management. Shares in Netia Brand Management are long term investment of Netia. The pledge was registered on 7 February 2012.
The registered pledge was established on the basis of the agreement signed by Netia and the Facility Agent acting as the administrator of the pledge on its own name and on the account of the Lenders. The registered pledge was established in order to secure the repayment of a credit facility and revolving loan granted to Netia and Internetia Sp. z o.o. on the basis of the Facility Agreement dated 29 September 2011 in the aggregate amount of PLN 700,000,000 and liabilities which may result from the interest rate hedging agreements up to the maximum aggregate amount of PLN 1,108,500,000. The abovementioned pledge was considered as a pledge over the material assets of Netia due to the fact that the value of the pledged assets is greater than 10% of Netia’s own capital.
None of the Lenders is an entity related with Netia.
Legal basis: §5, section 1.1 and §7 and 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).