Bulletin
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16 September 2015
Entry to the pledge register of a registered pledge for the benefit of mBank S.A. on the fixed assets of significant value (65/2015)
The Management Board of Netia S.A. ('Netia' or the ‘Issuer’) hereby informs that on September 15, 2015 the Netia was informed about the constitutive filing into the pledge register of the registered pledge on the basis of a judgment of the District Court for the Capital City of Warsaw, XI Business Department for Pledge Register from September 8, 2015 (WA.XI.Ns-Rej.Za 12287/15/742), which was established on the shares in share capital of TK Telekom, being fixed assets of significant value of the Issuer (as the pledger), for the benefit of mBank S.A. with its registered seat in Warsaw (the ‘mBank’ or ‘Pledgee’).
The pledge was established over the shares in share capital of the company TK Telekom sp. z o.o. on the basis of the agreement dated August 20, 2015 (see current report of the Issuer No. 54/2015 dated August 21, 2015) concluded by the Issuer and mBank in order to secure the obligations of the Issuer resulting from the credit facility agreement concluded on 9 July 2015 with mBank and DNB Bank Polska S.A. and DNB Bank ASA (see the current report of the Issuer No. 45/2015 dated July 10, 2015) of maximum value of 400,000,000.00 (four hundred million zloty 00/100) and to the maximum sum of the security that amounts PLN 600,000,000.00 (six hundred million zloty 00/100).
The encumbered assets are the 769.801 shares in share capital of TK Telekom (the ‘Shares’) of nominal value of 500.00 (five hundred 00/100) PLN each and of aggregated nominal value of 384,900,500.00 (three hundred eighty four million nine hundred thousand five hundred 00/100) PLN (the value that is also the booking value of the Shares in the accounting books of TK Telekom – the subsidiary company of the Issuer), which represent 100% of the share capital of TK Telekom and which represent 100% of votes on the shareholders’ meeting of TK Telekom. The booking value of the Shares in the accounting books of the Issuer is 225,933,354.09 (two hundred twenty five million nine hundred thirty three thousand three hundred fifty four 09/100) PLN. The encumbered assets are thus all of the shares in the share capital of TK Telekom – the company engaged in telecommunications business (telecom operator), which owns a digital exchange network of length of almost 30,000 km. The Shares are 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 (see the current report of the Issuer No. 46/2015 dated July 21, 2015 along with the correction to the abovementioned current report No. 46/2015/K dated July 29, 2015 and the current report of the Issuer No. 54/2015 dated August 21 2015).
The registered pledge was established upon its constitutive filing in the register, on the date of filing in this register, i.e. on September 8, 2015. There are no relations between the Issuer, the persons managing or supervising the Issuer and the Pledgee.
The fixed assets that constitute the subject of the registered pledge were regarded as the assets of significant value due to the fact that their booking value exceeds 10% of the value of Issuer’s equity.
Legal basis
§ 5(1)(1) in conjunction with § 7 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).