Bulletin
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10 July 2015
The execution of a Credit Agreement with mBank S.A. (as the Facility Agent and Security Agent) and DNB Bank Polska S.A. and DNB Bank ASA (45/2015)
The Management Board of Netia S.A. (the ‘Company’ oraz ‘Netia’) hereby informs that on 9 July 2015 Netia (the ‘Borrower’), Telefonia Dialog sp. z o.o. with its registered seat in Wrocław, Netia Brand Management sp. z o.o. with its registered seat in Warsaw and Internetia sp. z o.o. with its registered seat in Warsaw (jointly – the ‘Original Guarantors’) executed a credit agreement (the ‘Agreement’) with mBank S.A. (Facility Agent and Security Agent) and DNB Bank Polska S.A. and DNB Bank ASA (jointly with the Facility Agent and Security Agent, the ‘Lenders’), under which the Lenders agreed to extend to the Borrower a term credit facility maturing in three years with a total amount of up to PLN 400,000,000 (four hundred million zloty), designated for: 1) repayment of the Company’s debt resulting from the credit agreement dated 3 November 2014, executed between the Company as the borrower, Internetia sp. z o.o. with its registered seat in Warsaw, Netia Brand Management sp. z o.o. with its registered seat in Warsaw and Telefonia Dialog sp. z o.o. with its registered seat in Wrocław as the guarantors, mBank S.A. as the facility agent and Bank Gospodarki Żywnościowej S.A. as the original lenders (‘Original Credit Agreement’) – up to the total amount of PLN 250,000,000 (two hundred and fifty million zloty); 2) investment related to the acquisition of shares of the company TK Telekom sp. z o.o. with its registered seat in Warsaw – up to the total amount of PLN 150,000,000 (one hundred and fifty million zloty).
Repayments are to be spread evenly over six bi-annual instalments, with the final instalment date payable three years after signing of the Agreement, i.e. on 9 July 2018. The credit accrues each period’s interest at the rate of WIBOR and margin dependent on financial indicators. The terms and conditions of the Agreement comply with market practice and are not different from the terms and conditions generally applied to such types of agreements.
To secure the Lenders’ claims under or related to the Agreement, the Borrower and each of the Original Guarantors is obliged to submit to enforcement for the benefit of each of the Lenders. Moreover, each of the Original Guarantors provided the suretyship to the maximum amount of PLN 600,000,000 (six hundred million zloty), and the Borrower shall provide securities for the benefit of the Security Agent with a registered pledge on the part of its fixed assets and on the shares in the share capital of the company TK Telekom sp. z o.o. with its registered seat in Warsaw, which are to be purchased by the Borrower.
The Agreement is regarded as a material agreement for the purposes 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 (consolidated text Journal of Laws of 2014, item 133, as amended), because the estimated value of the Agreement exceeds 10% of Company’s equity.
Repayments are to be spread evenly over six bi-annual instalments, with the final instalment date payable three years after signing of the Agreement, i.e. on 9 July 2018. The credit accrues each period’s interest at the rate of WIBOR and margin dependent on financial indicators. The terms and conditions of the Agreement comply with market practice and are not different from the terms and conditions generally applied to such types of agreements.
To secure the Lenders’ claims under or related to the Agreement, the Borrower and each of the Original Guarantors is obliged to submit to enforcement for the benefit of each of the Lenders. Moreover, each of the Original Guarantors provided the suretyship to the maximum amount of PLN 600,000,000 (six hundred million zloty), and the Borrower shall provide securities for the benefit of the Security Agent with a registered pledge on the part of its fixed assets and on the shares in the share capital of the company TK Telekom sp. z o.o. with its registered seat in Warsaw, which are to be purchased by the Borrower.
The Agreement is regarded as a material agreement for the purposes 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 (consolidated text Journal of Laws of 2014, item 133, as amended), because the estimated value of the Agreement exceeds 10% of Company’s equity.
Legal basis
§ 5(1)(3) in conjunction with § 9 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 (consolidated text Journal of Laws of 2014, item 133, as amended) and Art. 56(1)(2) of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (consolidated text Journal of Laws of 2013, item 1382, as amended.).