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28 May 2013
Acquisition by Netia of its own shares - completion of the Buy-Back Tender Offer (16/2013)
The management board of Netia SA (hereinafter the “Company” or “Netia”), Poland's largest alternative provider of fixed-line telecommunications services, hereby announces that on May 28, 2013 the Company acquired, by way of purchase, 16,012,630 (in words: sixteen million, twelve thousand, six hundred and thirty) dematerialised ordinary bearer shares with a nominal value of PLN 1.00 each, issued by the Company, which represent 16,012,630 (in words: sixteen million, twelve thousand, six hundred and thirty) votes at the general meeting of the Company (hereinafter the “Purchased Shares”). The purchase took place in an off-market transaction through Dom Inwestycyjny BRE Banku S.A., by way of the Buy-Back Tender Offer made by Netia to all its shareholders on March 13, 2013 (hereinafter the “Tender Offer Program”) (see current report No. 13/2013 dated March 13, 2013). The Purchased Shares were acquired for the purpose of their redemption.
The purchase price of the Purchased Shares was PLN 8.00 (in words: eight zlotys) per each Purchased Share.
The total number of shares in the Company tendered by the shareholders under the Tender Offer Program amounted to 345,016,296 (in words: three hundred and forty five million sixteen thousand two hundred ninety six), which represents 89.3% of the share capital of the Company. As 22,357,500 shares in the Company were already owned by the Company prior to commencement of the Tender Offer Program, the tendered shares represent 94.8% of the 363,923,904 shares outstanding and the 16,012,630 Purchased Shares represent 4.4% of the shares outstanding. Therefore the Tender Offer Program was executed after giving effect to an average proportional reduction of approximately 95.36% in the offers placed by shareholders in accordance with point 10 of the Buy-Back Tender Offer (see current report No. 13/2013 dated March 13 2013), with offers rounded down to the nearest whole share.
The Purchased Shares represent 4.15% of the 386,280,904 shares comprising the total share capital of the Company and entitle the holders thereof to exercise 4.15% of the total number of votes at the general meeting of the Company. In accordance with the Polish law the Company does not exercise the voting rights attributable to its own shares.
Due to the repurchase of all shares intended to be acquired by the Company over the course of the Tender Offer Program, the Company informs herewith of the Tender Offer Program’s completion.
The abovementioned Tender Offer Program had been executed under the authorization to repurchase Netia’s own shares representing in total up to 12.5% of the share capital of the Company, granted by resolution No. 18 of the Company’s shareholders meeting held on June 2, 2011 (see Netia’s current report No. 28/2011 dated June 2, 2011). Under the above authorization and including the Tender Offer Program completed on May 28, 2013 as described above, Netia has now executed four share buy-back tranches, acquiring in total 48,145,130 (in words: forty eight million one hundred and forty five thousand one hundred and thirty) of its own shares, which represent 12,46% of the Company’s share capital, and 12,46% share in the total number of the votes at the general meeting of the Company, for a total amount of PLN 300,145,701.33(in words: three hundred million one hundred and forty five thousand seven hundred and one 33/100) (see Netia’s current reports No. 60/2011 dated November 9, 2011, No. 93/2012 dated October 12, 2012 and No. 4/2013 dated January 30, 2013). From this total number of 48,145,130 (in words: forty eight million one hundred and forty five thousand one hundred and thirty) repurchased shares 9,775,000 (in words: nine million seven hundred and seventy five thousand) shares were redeemed by the Company's Extraordinary General Meeting on December 15, 2011 (see Netia’s current report No. 74/2011 dated December 15, 2011).
Following the completion of the Tender Offer Program the Company holds in total 38,370,130 (in words: thirty eight million three hundred and seventy thousand one hundred and thirty) of its own shares, representing 38,370,130 (in words: thirty eight million three hundred and seventy thousand one hundred and thirty) votes at the general meeting of the Company and 9.93% of the share capital of the Company. These shares shall be redeemed in due course at the general meeting of the Company.
The Tender Offer Program has effectively exhausted the abovementioned authorization granted by the resolution No. 18 of the Company’s shareholders meeting held on June 2, 2011 and therefore no further buy-back tranches will be made under this authorization.
Legal basis:
§ 5 item 1 point 6 in connection with § 12 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by law of a non-member state (Journal of Law dated 2009 No. 33 pos. 259).
The purchase price of the Purchased Shares was PLN 8.00 (in words: eight zlotys) per each Purchased Share.
The total number of shares in the Company tendered by the shareholders under the Tender Offer Program amounted to 345,016,296 (in words: three hundred and forty five million sixteen thousand two hundred ninety six), which represents 89.3% of the share capital of the Company. As 22,357,500 shares in the Company were already owned by the Company prior to commencement of the Tender Offer Program, the tendered shares represent 94.8% of the 363,923,904 shares outstanding and the 16,012,630 Purchased Shares represent 4.4% of the shares outstanding. Therefore the Tender Offer Program was executed after giving effect to an average proportional reduction of approximately 95.36% in the offers placed by shareholders in accordance with point 10 of the Buy-Back Tender Offer (see current report No. 13/2013 dated March 13 2013), with offers rounded down to the nearest whole share.
The Purchased Shares represent 4.15% of the 386,280,904 shares comprising the total share capital of the Company and entitle the holders thereof to exercise 4.15% of the total number of votes at the general meeting of the Company. In accordance with the Polish law the Company does not exercise the voting rights attributable to its own shares.
Due to the repurchase of all shares intended to be acquired by the Company over the course of the Tender Offer Program, the Company informs herewith of the Tender Offer Program’s completion.
The abovementioned Tender Offer Program had been executed under the authorization to repurchase Netia’s own shares representing in total up to 12.5% of the share capital of the Company, granted by resolution No. 18 of the Company’s shareholders meeting held on June 2, 2011 (see Netia’s current report No. 28/2011 dated June 2, 2011). Under the above authorization and including the Tender Offer Program completed on May 28, 2013 as described above, Netia has now executed four share buy-back tranches, acquiring in total 48,145,130 (in words: forty eight million one hundred and forty five thousand one hundred and thirty) of its own shares, which represent 12,46% of the Company’s share capital, and 12,46% share in the total number of the votes at the general meeting of the Company, for a total amount of PLN 300,145,701.33(in words: three hundred million one hundred and forty five thousand seven hundred and one 33/100) (see Netia’s current reports No. 60/2011 dated November 9, 2011, No. 93/2012 dated October 12, 2012 and No. 4/2013 dated January 30, 2013). From this total number of 48,145,130 (in words: forty eight million one hundred and forty five thousand one hundred and thirty) repurchased shares 9,775,000 (in words: nine million seven hundred and seventy five thousand) shares were redeemed by the Company's Extraordinary General Meeting on December 15, 2011 (see Netia’s current report No. 74/2011 dated December 15, 2011).
Following the completion of the Tender Offer Program the Company holds in total 38,370,130 (in words: thirty eight million three hundred and seventy thousand one hundred and thirty) of its own shares, representing 38,370,130 (in words: thirty eight million three hundred and seventy thousand one hundred and thirty) votes at the general meeting of the Company and 9.93% of the share capital of the Company. These shares shall be redeemed in due course at the general meeting of the Company.
The Tender Offer Program has effectively exhausted the abovementioned authorization granted by the resolution No. 18 of the Company’s shareholders meeting held on June 2, 2011 and therefore no further buy-back tranches will be made under this authorization.
Legal basis:
§ 5 item 1 point 6 in connection with § 12 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by law of a non-member state (Journal of Law dated 2009 No. 33 pos. 259).