Bulletin
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13 March 2013
Announcement of the buy-back tender offer (13/2013)
Netia S.A. (the “Company”), in connection with the implementation by the Company of the Company’s buy-back program on the terms and conditions specified in resolution No. 18 of the annual general meeting of the Company dated 2 June 2011 concerning the adoption of the terms of the Company’s share buy-back program to be initiated for the purposes of the redemption of the shares (published in current report No. 28/2011 dated 2 June 2011) hereby announces a tender offer with respect to no more than 16,012,630 (in words: sixteen million, twelve thousand, six hundred and thirty) own shares in the Company, which represents no more than a 4.15% of the share capital of the Company and entitles the holders thereof to exercise no more than 4.15% of the total number of votes at the general meeting of the Company (the “Shares”; the “Tender Offer”). The offered purchase price of the Shares amounts to PLN 8.00 (in words: eight zlotys) per Share.
The Company will earmark for the purchase of the Shares no more than PLN 128,101,040 (in words: one hundred and twenty-eight million, one hundred and one thousand and forty zlotys).
The full version of the Tender Offer is attached hereto in Annex 1.
A presentation for investors concerning the main elements of the Tender Offer is attached hereto in Annex 2.
Disclaimer:
The Tender Offer does not constitute a tender offer for the shares referred to in Article 72 and subsequent articles of the Act dated 29 July 2005 on public offerings, conditions of the introduction of financial instruments to organised trading, and on public companies (Journal of Laws of 2005 No. 184 item 1539 as amended) (the “Act on Offerings”). Specifically, with reference to the Tender Offer, neither Articles 77 and 79 of the Act on Offerings nor the provisions of the Regulation dated 19 October 2005 regarding forms of tender offers to subscribe for the sale or exchange of shares in a public company, the detailed procedure of announcing such tender offers as well as the terms and conditions of acquiring shares as a result of such tender offers (Journal of Laws of 2005 No. 207, item 1729 as amended) shall apply. The Tender Offer does not constitute an offer within the meaning of Article 66 of the Civil Code dated 23 April 1964 (Journal of Laws No. 16, item 93 as amended). The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval or registration. The circular is not to be construed as a constitute investment, legal or tax advice. In any matters related to the Tender Offer, each investor should consult its own investment, legal and tax advisors. An entity responding to the Tender Offer will bear all legal, financial and tax consequences of any investment decisions it has taken.
Legal basis:
Article 56 section 1(1) of the Act dated 29 July 2005 on public offerings, conditions of the introduction of financial instruments to organised trading, and on public companies (Journal of Laws of 2005 No. 184 item 1539 as amended).
The Company will earmark for the purchase of the Shares no more than PLN 128,101,040 (in words: one hundred and twenty-eight million, one hundred and one thousand and forty zlotys).
The full version of the Tender Offer is attached hereto in Annex 1.
A presentation for investors concerning the main elements of the Tender Offer is attached hereto in Annex 2.
Disclaimer:
The Tender Offer does not constitute a tender offer for the shares referred to in Article 72 and subsequent articles of the Act dated 29 July 2005 on public offerings, conditions of the introduction of financial instruments to organised trading, and on public companies (Journal of Laws of 2005 No. 184 item 1539 as amended) (the “Act on Offerings”). Specifically, with reference to the Tender Offer, neither Articles 77 and 79 of the Act on Offerings nor the provisions of the Regulation dated 19 October 2005 regarding forms of tender offers to subscribe for the sale or exchange of shares in a public company, the detailed procedure of announcing such tender offers as well as the terms and conditions of acquiring shares as a result of such tender offers (Journal of Laws of 2005 No. 207, item 1729 as amended) shall apply. The Tender Offer does not constitute an offer within the meaning of Article 66 of the Civil Code dated 23 April 1964 (Journal of Laws No. 16, item 93 as amended). The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval or registration. The circular is not to be construed as a constitute investment, legal or tax advice. In any matters related to the Tender Offer, each investor should consult its own investment, legal and tax advisors. An entity responding to the Tender Offer will bear all legal, financial and tax consequences of any investment decisions it has taken.
Legal basis:
Article 56 section 1(1) of the Act dated 29 July 2005 on public offerings, conditions of the introduction of financial instruments to organised trading, and on public companies (Journal of Laws of 2005 No. 184 item 1539 as amended).