Information on an intercompany transaction: transfer of shares’ ownership in two Ethernet subsidiaries (disposal of material assets) (5/2008)
WARSAW, Poland – January 31, 2008 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that today it transferred the ownership of the below mentioned shares in telecommunications companies, classified as material assets, to its subsidiary operating under the business name Lanet Sp. z o.o. with its seat in Wrocław (“Lanet”):
- 946 shares in the share capital of Magma Systemy Komputerowe Schmidt i S-ka S.J. with its seat in Wrocław (“Magma”) with the nominal value of PLN 500 each and the total nominal value of PLN 473,000 for all these shares, which represent 100% of the share capital and confer the right to 100% of the votes at Magma’s meeting of shareholders,
- 100 shares in the share capital of KOM-NET Systemy Komputerowe Sp. z o.o. with its seat in Wrocław (“Kom-Net”) with the nominal value of PLN 500 each and the total nominal value of PLN 50,000 for all these shares, which represent 100% of the share capital and confer the right to 100% of the votes at Kom-Net’s meeting of shareholders.
The transfer of the above mentioned shares in Magma and Kom-Net (the “Shares”) was made in execution of the agreement concluded by Netia and Lanet on January 31, 2008. The Shares represent an in-kind contribution in exchange for which Netia acquired 400 newly issued shares in Lanet, with the nominal value of PLN 500 and at the issue price of PLN 44,545.43 each, i.e., at the total price of PLN 17,818,172.
The gross book value of the Shares as at December 31, 2007 disclosed in Netia’s accounts equals PLN 17,818,172.
The disposed Shares were classified as material assets, as they represent 100% of the share capital of the above mentioned entities and their acquisition by Lanet constitutes an investment of a long-term nature. The transaction has no impact on Netia’s consolidated financial statements.
Lanet is Netia’s subsidiary – Netia owns shares representing 100% of Lanet’s share capital and conferring the right to 100% of the votes at its meeting of shareholders). Apart from the contractual relations described in this report, there exist no other ties between Netia and the persons managing or supervising Netia and the buyer of the aforementioned assets, except for relations resulting from Netia’s rendering to Lanet operational support and telecommunications services.
The transfer of the Shares represents one of the elements of the Ethernet companies’ consolidation process within the Netia group.