Netia Holdings S.A. commences tender offer and consent solicitation for senior notes
WARSAW, POLAND - November 8, 2001 - Netia Holdings S.A. (Nasdaq: NTIA) (the "Company" or "Netia") today announced that it has commenced "modified Dutch auction" tender offers for certain outstanding senior notes issued by two of its wholly owned subsidiaries, Netia Holdings B.V. and Netia Holdings II B.V (the "Notes"). The tender offer will be financed from the Company's cash on hand. The tender offer will expire at 5:00 p.m. New York City time, on December 7, 2001, unless extended.
The Company is offering to purchase for cash, at prices determined by the modified Dutch auction procedure and within the ranges specified in the table below:
(ii) Up to 85% of the aggregate principal amount at maturity of the 13 1/8 % Senior Dollar Notes due 2009, 13 1/2 % Senior Euro Notes due 2009 and 13 3/4 % Senior Euro Notes due 2010 issued by Netia Holdings II B.V.
|Series||Price Range per ($, DM, EUR)|
1,000 of principal amount
|10 1/4 % Senior Dollar Notes due 2007||$ 110 - $ 140|
|11 1/4 % Senior Discount Dollar Notes due 2007||$ 110 - $ 140|
|11 % Senior Discount DM Notes due 2007||DM 110 - DM 140|
|13 1/8 % Senior Dollar Notes due 2009||$ 110 - $ 140|
|13 1/2 % Senior Euro Notes due 2009||EUR 110 - EUR 140|
|13 3/4 % Senior Euro Notes due 2010||EUR 110 - EUR 140|
Under the "modified dutch auction" procedure, the Company will accept tenders with respect to each series of Notes in the order of the lowest to the highest tender prices specified by tendering holders within the applicable price range for the series of Notes as specified above, and will select the single lowest price (each, a "Purchase Price") specified with respect to each such series that will enable the Company to purchase an amount of Notes equal to the aggregate amount of funds that will enable the Company to purchase 85% of such series of Notes at the lowest price in each of the price ranges listed above. The Company will then pay the same Purchase Price for all Notes of a given series validly tendered at or below the Purchase Price (subject to pro ration in the case of tenders at the Purchase Price) and not validly withdrawn, even if that price is higher than the price specified by the tendering holder.
The Company¿s obligation to accept for purchase, and to pay for Notes pursuant to each tender offer is conditioned upon, among other things, the following:
- there being validly tendered and not validly withdrawn a majority in aggregate principal amount of the applicable series of Notes;
- there being validly tendered and not validly withdrawn Notes in an aggregate principal amount at maturity of at least 65% of the total aggregate principal amount (or principal amount at maturity, in the case of the 1997 Discount Dollar Notes and the 1997 Discount DM Notes) of all Notes outstanding regardless of series;
- the execution of a supplemental indenture to the Indenture for the applicable series of Notes implementing the Proposed Amendments referred to below following the receipt of consents from the holders of a majority in aggregate principal amount of such series of Notes; and
- the tender offer conditions for each series of Notes being satisfied or waived.
In addition to commencing the tender offers, the Company is soliciting consents to approve certain proposed amendments (the "Proposed Amendments") to the Indentures governing each series of Notes. These proposed amendments eliminate or modify certain negative covenants and other provisions which will afford the Company increased flexibility in managing its ongoing capital requirements. The tender of Notes pursuant to the tender offer will be deemed to constitute a consent with respect to each Note tendered. Holders who properly tender their Notes (and thereby validly deliver their Consents with respect to such Notes) on or prior to November 23, 2001 (such date, including any extensions, the "Consent Date") and do not subsequently validly revoke such tender and whose Notes are accepted for purchase will receive a "Consent Payment" equal to $10 per $1,000 principal amount (or principal amount at maturity), DM10 per DM 1,000 principal amount (or principal amount at maturity) and EUR10 per EUR1,000 principal amount, as the case may be, for Notes validly tendered, and not subsequently validly withdrawn, on or prior to the Consent Date.
With respect to the Company's Dollar Notes and Euro Notes due 2009 (the "1999 Dollar Notes" and the "1999 Euro Notes"), the Company does not intend to make the interest payments on the Notes on the scheduled interest payment date of December 15, 2001. The Company intends to set a new special record date for determining the holders of Notes entitled to such interest payments following the consummation of the tender offer and a subsequent special payment date for the payments of such interest, as provided in the Indentures governing the 1999 Dollar Notes and the 1999 Euro Notes. The Company expects that these new special record and interest payment dates will be subsequent to the consummation or the termination of the tender offers for the Notes. Accordingly, holders of 1999 Dollar Notes and 1999 Euro Notes whose Notes are tendered and accepted for purchase in the tender offer will not receive the December 15, 2001 interest payment with respect to such Notes. With respect to the Euro Notes due 2010 (the "2000 Notes"), the Company intends to make the interest payment on these Notes on the scheduled interest payment date of December 15, 2001 to holders of record on December 1, 2001. The Company intends to make this payment by using the proceeds of securities deposited with the trustee in an investment account established in connection with the offering of the 2000 Notes. The price that the Company is offering to pay for the 2000 Notes in the tender offer is inclusive of this interest payment.
Merrill Lynch International and Merrill Lynch & Co. are together acting as the Dealer Manager for the tender offers and the Solicitation Agent for the solicitation of consents, D.F. King & Co. (Europe) and D.F. King Ltd. (US) Company is the Information Agent in connection with the tender and State Street Bank and Trust Company is the Depositary in connection with the tender.
Copies of the Offer to Purchase, Letter of Transmittal, related documents and any additional information concerning the terms of the tender offer may be obtained from Merrill Lynch (Dealer Manager), c/o Matias Torrellas, Telephone: + 44-207-995-8903 or Jerry Weiss, Telephone: +1-201-671-3507 or D F King (Information Agent), Telephone: (in the United States) 800-758-5880 (Europe) +44-207-920-9700.
Netia is the leading alternative fixed-line telecommunications provider in Poland. Netia provides a broad range of telecommunications services including voice, data and Internet-access and commercial network services. Netia¿s American Depositary Shares ("ADSs") are listed on the Nasdaq National Market (NTIA), and the Company¿s ordinary shares are listed on the Warsaw Stock Exchange. Netia owns, operates and continues to build a state-of-the-art fiber-optic network that, at September 30, 2001, had connected 343,634 active subscriber lines, including 93,713 business lines. Netia currently provides voice telephone service in 24 territories through Poland, including in six of Poland¿s ten largest cities.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any Notes. The tender offer and consent solicitation is being made solely pursuant to the terms of the Offer to Purchase and Consent Solicitation dated November 8, 2001.