Bulletin
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08 July 2015
The fulfillment of conditions relating to the preliminary agreement concluded by the Issuer and resulting in an obligation to conclude the Promised Share Purchase Agreement in the company TK Telekom sp. z o.o. (44/2015)
The Management Board of Netia S.A. (hereinafter referred to as "Netia" or the "Issuer") informs that conditions concerning material preliminary agreement (hereinafter referred to as the "Agreement") concluded between the Issuer as the buyer and the company Polskie Koleje Państwowe S.A. (hereinafter referred to as "PKP S.A.") as the seller, resulting in an obligation to conclude the promised agreement to sell 100% shares in the company TK Telekom sp. z o.o., have been fulfilled.
The subject matter of the Agreement, which is a preliminary share purchase agreement, is the obligation of the Issuer and PKP S.A. to enter into the Promised Share Purchase Agreement (hereinafter referred to as the "Promised Agreement") regarding the sale of 769,801 shares in the share capital of TK Telekom spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, KRS number: 0000024788 (hereinafter referred to as "TK Telekom"), representing 100% shares in the share capital of TK Telekom and representing 100% of the total number of votes at the general meeting of shareholders of TK Telekom. In reference to the sale price of 769.801 shares in the share capital of TK Telekom the Issuer agreed to pay PKP S.A. the amount of PLN 221,856,648.20 (in words: two hundred million eight hundred fifty six thousand six hundred forty eight and 20/100) on the date of conclusion of the Promised Agreement.
The conclusion of the Promised Agreement was conditional upon the fulfillment of the conditions precedent specified in the Agreement, including obtaining a consent to implement a concentration expressed by the President of the Office of Competition and Consumer Protection. Pursuant to the Agreement, the Issuer shall notify the PKP S.A. that he has received consent to implement a concentration. The conclusion of the Promised Agreement, pursuant to the Agreement, shall be made within 10 working days from the date of fulfillment of all the conditions precedent provided in the Agreement and duly informing the other party of this fact, or any other date agreed by the Issuer and PKP S.A., but not later than 9 months from the date of the Agreement. The Issuer has obtained consent to implement a concentration expressed by the President of the Office of Competition and Consumer Protection on 6 July 2015 r., and on 7 July 2015 has notified PKP S.A. on this fact in accordance with the Agreement. In connection with this fact the conclusion of the Promised Agreement should take place within 10 working days from a notification or any other date agreed by the Parties in writing.
Legal basis
§5(1)(4) in conjunction with §10 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by laws of non-member state (consolidated text Journal of Law of 2014, pos. 133, as amended.)
The subject matter of the Agreement, which is a preliminary share purchase agreement, is the obligation of the Issuer and PKP S.A. to enter into the Promised Share Purchase Agreement (hereinafter referred to as the "Promised Agreement") regarding the sale of 769,801 shares in the share capital of TK Telekom spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, KRS number: 0000024788 (hereinafter referred to as "TK Telekom"), representing 100% shares in the share capital of TK Telekom and representing 100% of the total number of votes at the general meeting of shareholders of TK Telekom. In reference to the sale price of 769.801 shares in the share capital of TK Telekom the Issuer agreed to pay PKP S.A. the amount of PLN 221,856,648.20 (in words: two hundred million eight hundred fifty six thousand six hundred forty eight and 20/100) on the date of conclusion of the Promised Agreement.
The conclusion of the Promised Agreement was conditional upon the fulfillment of the conditions precedent specified in the Agreement, including obtaining a consent to implement a concentration expressed by the President of the Office of Competition and Consumer Protection. Pursuant to the Agreement, the Issuer shall notify the PKP S.A. that he has received consent to implement a concentration. The conclusion of the Promised Agreement, pursuant to the Agreement, shall be made within 10 working days from the date of fulfillment of all the conditions precedent provided in the Agreement and duly informing the other party of this fact, or any other date agreed by the Issuer and PKP S.A., but not later than 9 months from the date of the Agreement. The Issuer has obtained consent to implement a concentration expressed by the President of the Office of Competition and Consumer Protection on 6 July 2015 r., and on 7 July 2015 has notified PKP S.A. on this fact in accordance with the Agreement. In connection with this fact the conclusion of the Promised Agreement should take place within 10 working days from a notification or any other date agreed by the Parties in writing.
Legal basis
§5(1)(4) in conjunction with §10 of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by laws of non-member state (consolidated text Journal of Law of 2014, pos. 133, as amended.)