Bulletin
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19 June 2012
Approval of a third tranche to the share buy-back program and update to Netia's Distribution Policy (56/2012)
The Management Board of Netia SA (“Netia” or the “Company”), Poland's largest alternative provider of fixed-line telecommunications services, hereby announces that in the performance of Resolution No. 18 adopted by the Annual General Meeting of the Company on 2 June 2011 (see current report No. 28/2011 dated 2 June 2011) the Management has decided, after obtaining the relevant consent from the Supervisory Board of the Company, to authorize a third tranche of share buy-backs of the Company’s shares (the “Buy-back Program”). In addition, the Management, following consultation with the Supervisory Board, is today publishing an update to the Company’s distribution policy.
The terms of the Buy-back Program are as follows:
1.The acquisition of the Company’s shares will be conducted pursuant to Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments (the “Regulation”).
2.The Company’s shares will be acquired for the purpose of redemption. The Management Board shall propose a resolution on the redemption of the shares acquired by the Company in the course of the Buy-back Program at the first General Meeting of the Company following the lapse of the term of the Buy-back Program.
3.The acquisition of the Company’s shares in the course of the Buy-back Program shall commence upon the completion of the second tranche of share buy-back that commenced on 18 May 2012 and is continuing. The Buy-back Program shall last until all the Company’s shares authorized to be purchased in the course of the Buy-back Program are acquired by the Company or until all the funds assigned to the Buy-back Program are utilized, however not longer than until 2 June 2013. The Management, after obtaining the relevant consent from the Supervisory Board of the Company, may elect to shorten the term of the Buy-back Program.
4.The Company may acquire in the course of the Buy-back Program shares comprising up to 2.5% of the Company’s share capital as of the last day of the Buy-back Program.
5.The Company has allocated an amount of up to PLN 50,000,000 for the Buy-back Program.
6.The maximum price paid for the shares in the Company in the course of the Buy-back Program may not exceed the amount of PLN 8 and the greater of: (i) the last independent price of the Company’s shares; or (ii) the current independent offer, within the meaning of Art. 5.1 of the Regulation.
7.The minimum price paid for the Company’s shares may not be lower than PLN 3 per share.
8.The Company may not acquire the Company’s shares in block transactions or off market transactions.
9.On each day of the Buy-back Program the Company may acquire up 25% of the average daily volume of the Company’s shares within the 20 days preceding the date of the purchase. In the event of low liquidity of the shares, the Company may acquire up to 50% of the average daily volume of the Company’s shares on the regulated market following a notification to the Financial Supervisory Commission (KNF) and publication of a current report regarding the intention to acquire more than 25% of the average daily volume of the Company’s shares.
10.The Management may, after obtaining the relevant consent of the Supervisory Board, decide to change the terms of the Buy-back Program, in particular the method of acquiring the Company’s shares, the amount of shares to be acquired and funds allocated to the Buy-back Program within the scope of authorization granted by the Company’s shareholders meeting.
11.The Company shall publish current reports informing the public of the progress of the Buy-back Program (within the scope required under Art. 4.3 and 4.4. of the Regulation) or any information about changes to the terms of the Buy-back Program.
12.The Buy-back Program shall be conducted by Dom Inwestycyjny BRE Banku S.A., which shall make independent decisions regarding the acquisition of the Company’s shares in the course of the Buy-back Program.
The Company’s Revised Distribution Policy is attached in the appendix.
This new tranche of share buy-backs will follow the earlier tranche completed in 2011 and currently continuing the second tranche of the buy-back (see current report No. 38/2012) and will be performed principally on the same conditions under the terms of the same shareholders’ authorization (see current report No. 28/2011 dated 2 June 2011).
Legal basis: Article 56, section 1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws 2005, No. 184, item 1539).
The terms of the Buy-back Program are as follows:
1.The acquisition of the Company’s shares will be conducted pursuant to Commission Regulation (EC) No. 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buy-back programs and stabilization of financial instruments (the “Regulation”).
2.The Company’s shares will be acquired for the purpose of redemption. The Management Board shall propose a resolution on the redemption of the shares acquired by the Company in the course of the Buy-back Program at the first General Meeting of the Company following the lapse of the term of the Buy-back Program.
3.The acquisition of the Company’s shares in the course of the Buy-back Program shall commence upon the completion of the second tranche of share buy-back that commenced on 18 May 2012 and is continuing. The Buy-back Program shall last until all the Company’s shares authorized to be purchased in the course of the Buy-back Program are acquired by the Company or until all the funds assigned to the Buy-back Program are utilized, however not longer than until 2 June 2013. The Management, after obtaining the relevant consent from the Supervisory Board of the Company, may elect to shorten the term of the Buy-back Program.
4.The Company may acquire in the course of the Buy-back Program shares comprising up to 2.5% of the Company’s share capital as of the last day of the Buy-back Program.
5.The Company has allocated an amount of up to PLN 50,000,000 for the Buy-back Program.
6.The maximum price paid for the shares in the Company in the course of the Buy-back Program may not exceed the amount of PLN 8 and the greater of: (i) the last independent price of the Company’s shares; or (ii) the current independent offer, within the meaning of Art. 5.1 of the Regulation.
7.The minimum price paid for the Company’s shares may not be lower than PLN 3 per share.
8.The Company may not acquire the Company’s shares in block transactions or off market transactions.
9.On each day of the Buy-back Program the Company may acquire up 25% of the average daily volume of the Company’s shares within the 20 days preceding the date of the purchase. In the event of low liquidity of the shares, the Company may acquire up to 50% of the average daily volume of the Company’s shares on the regulated market following a notification to the Financial Supervisory Commission (KNF) and publication of a current report regarding the intention to acquire more than 25% of the average daily volume of the Company’s shares.
10.The Management may, after obtaining the relevant consent of the Supervisory Board, decide to change the terms of the Buy-back Program, in particular the method of acquiring the Company’s shares, the amount of shares to be acquired and funds allocated to the Buy-back Program within the scope of authorization granted by the Company’s shareholders meeting.
11.The Company shall publish current reports informing the public of the progress of the Buy-back Program (within the scope required under Art. 4.3 and 4.4. of the Regulation) or any information about changes to the terms of the Buy-back Program.
12.The Buy-back Program shall be conducted by Dom Inwestycyjny BRE Banku S.A., which shall make independent decisions regarding the acquisition of the Company’s shares in the course of the Buy-back Program.
The Company’s Revised Distribution Policy is attached in the appendix.
This new tranche of share buy-backs will follow the earlier tranche completed in 2011 and currently continuing the second tranche of the buy-back (see current report No. 38/2012) and will be performed principally on the same conditions under the terms of the same shareholders’ authorization (see current report No. 28/2011 dated 2 June 2011).
Legal basis: Article 56, section 1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws 2005, No. 184, item 1539).