Bulletin
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29 July 2015
Correction of the current report No. 46/2015 from July 21, 2015 (46/2015/K)
The Management Board of Netia S.A. (hereinafter referred to as ‘Netia’ or the ‘Issuer’) hereby corrects the content of the current report No. 46/2015 from July 21, 2015. The correction is intended to pass information required by the law in case of acquisition of assets of significant value.
Below the content of the current report No. 46/2015 after correction:
Conclusion of a significant contract – final contract of sale of 100% shares in the company TK Telekom sp. z o.o. and acquisition of assets of significant value (46/2015)
The Management Board of Netia S.A. (hereinafter referred to as ‘Netia’ or the ‘Issuer’) informs that on July 21, 2015 the Issuer, as a buyer, concluded a significant contract with the company Polskie Koleje Państwowe spółka akcyjna (hereinafter referred to as ‘PKP S.A.’) as a seller (hereinafter referred to as ‘Contract’), which results also in acquisition of assets of significant value by the Issuer.
The subject of the Contract, that is a final contract of sale of shares, is the transfer of rights to 769,801 shares in the share capital of the company TK Telekom spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw, NCR number: 0000024788 (hereinafter referred to as ‘TK Telekom’) which represent 100% shares in the share capital of TK Telekom and which represent 100% of the total number of votes on the shareholders’ meeting of TK Telekom. The Contract was concluded under the obligation of the Issuer and PKP S.A., which result from the preliminary contract of sale of shares concluded on May 8, 2015 (see Netia’s current report No. 25/2015 from May 8, 2015) in connection with fulfilment of the conditions precedent indicated in the preliminary contract of sale of shares from May 8, 2015 (see Netia’s current report No. 44/2015 from July 8, 2015). As a price for sale of 769,801 shares in the share capital of TK Telekom the Issuer paid to PKP S.A., on the date of conclusion of the Contract, the amount of PLN 221,856,648.20 (two hundred twenty one million eight hundred fifty six thousand six hundred forty eight zloty 20/100).
The Contract was regarded as a significant contract due to the fact that the value of its subject (the sale price for 769,801 shares in the share capital of TK Telekom paid by the Issuer to PKP S.A.) exceeds 10% of the value of the sales revenues of the Issuer’s capital group for the term of the last four financial quartiers (the Issuer is the parent company that prepares the consolidated financial statement).
The acquisition of 100% shares in the share capital of TK Telekom and payment for 100% shares in the share capital of TK Telekom was the acquisition of assets of significant value. The criterion of regarding 100% shares in the share capital of TK Telekom as the assets of significant value is the purchase value equal to the purchase price that was paid by the Issuer in exchange for their acquisition. This value exceeds 10% of the value of the sales revenues of the Issuer’s capital group for the term of the last four financial quartiers (the Issuer is the parent company that prepares the consolidated financial statement).
The acquisition of the assets of significant value took place in the date, in the way and in exchange for the price indicated above. The acquired assets of significant value are all the shares in TK Telekom – the company engaged in telecommunications business (telecom operator), which owns a digital exchange network of length of almost 30,000 km. The Issuer intends to continue leading the core business activity of TK Telekom, as its subsidiary, in the current range.
The nominal value of 100% shares in TK Telekom – the assets of significant value – is PLN 384,900,500.00 (three hundred eighty four million nine hundred thousand five hundred zloty 00/100). As indicated above, the Issuer owns 100% shares in the share capital of TK Telekom which represent 100% of the total number of votes on the shareholders’ meeting of TK Telekom. The acquisition of 100% shares in TK Telekom – the assets of significant value – is a long-term capital investment of the Issuer due to the intention to expand the scale of operations of Netia Capital Group and to continue leading the core business activity of TK Telekom in the current range.
The book value of 100% shares in TK Telekom – the assets of significant value – entered into the accounting books of TK Telekom (subsidiary of the Issuer) is equal to their nominal value. The book value of 100% shares in TK Telekom – the assets of significant value – entered into the accounting books of the Issuer as of today (i.e., July 29, 2015) is PLN 224,602,214.20 (two hundred twenty four million six hundred two thousand two hundred fourteen zloty 20/100).
There are no relations between the Issuer and the persons managing or supervising the Issuer and the seller (PKP S.A.) of 100% shares in TK Telekom – the assets of significant value – and the persons managing the seller.
The sources of financing the acquisition of 100% shares in TK Telekom – the assets of significant value – are: 1) the funds transferred to the Issuer by lenders – mBank S.A., DNB Bank Polska S.A. and DNB Bank ASA – under the credit facility agreement dated July 9, 2015 (see the current report No. 45/2015 from July 10, 2015) – for amount of PLN 150,000,000.00 (one hundred fifty million zloty 00/100) and 2) the own funds of the Issuer – – for amount of 71,856,648.20 (seventy one million eight hundred fifty six thousand six hundred forty eight zloty 20/100).
Legal basis:
§ 5 clause 1 point 1 and 3 in connection with § 7 and § 9 of Ordinance of the Ministry of Finance dated 19 February 2009 on the current and periodical information delivered by the issuers of securities and on consideration as equivalent the information required by law of the countries outside the EU (consolidated text Journal of Laws from 2014, item 133, as amended).