Bulletin
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23 September 2015
Fulfillment of a defeasant condition and termination of a contract of financial pledge on the fixed assets of significant value (66/2015)
The Management Board of Netia S.A. ('Netia' or the ‘Issuer’) hereby informs that Netia became aware about the fulfillment of a defeasant condition terminating significant contract dated 20 August 2015 concluded between the Issuer and mBank S.A., DNB Bank Polska S.A. and DNB Bank ASA constituting financial pledge on the Issuer’s shares in share capital of TK Telekom Sp. z o.o. (‘Contract’) (see current report of the Issuer No. 55/2015 dated August 21, 2015).
The Issuer hereby informs that on 23 September 2015 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) on constitutive entry into the register of a registered pledge on shares in share capital of TK Telekom being assets of the Issuer (as the pledger) of a significant value for the benefit of mBank S.A. became final due to fact that none of participants to the proceeding filed an appeal against this judgment (see the current report of the Issuer No. 65/2015 dated September 16, 2015).
Termination of the contract of financial pledge was caused by the fulfillment of a defeasant condition which sets forth that the term of security (and thus the duration of the contract) terminates on the day on which the registered pledge on shares in TK Telekom is finally entered into the pledge register conducted by a competent district court (commercial court). The registered pledge which is the subject of a final judgment 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).
Termination of a significant contract shall not effect financial situation of the Issuer, its subsidiaries nor a group of subsidiaries of the Issuer since the financial pledge on shares in TK Telekom Sp. z o.o. which expired was substituted by a final establishment of a registered pledge which secures the same Issuer’s obligation, i.e. the obligations arising from the credit agreement dated 9 July 2015.
The Contract was regarded as a significant contract due to the fact, that the value of its subject being establishment of a security on the Issuer’s assets of significant value exceeds 10% of the value of Issuer’s equity.
Legal basis:
§ 5(1)(4) and (5) in conjunction with § 10 and § 11 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).