Execution of the amendment to the shareholders agreement of P4 Sp. z o.o. (7/2008)
The Management Board of Netia S.A. (“Netia” or the “Company”) announces that on February 1, 2008 it signed an annex (the “Annex”) to the shareholders agreement (the “Shareholders’ Agreement”) of P4 Sp. z o.o. (“P4”) of May 24, 2007, the execution of which was announced in the press release dated May 25, 2007.
The Annex was executed in order to establish the basis upon which the shareholders will provide equity contributions of up to PLN 557,700,000 (being approximately EUR 150 million) to finance P4’s current operations in 2008.
In view of the fact that the Company has signed a letter of intent (the “Letter of Intent”) and is in negotiations with potential buyers interested in purchasing its equity stake in P4, as notified in current report No. 4/2008 dated January 31 2008, Netia has elected not to contribute to equity calls that may take place between now and June 30, 2008. Starting from July 2008, Netia will have the right but not the obligation to participate in providing financing to P4.
The parties to the Annex have agreed that Netia’s existing stake of 12,519 P4 shares (of which 234 shares are subject to registration), currently representing 23.4% of P4’s equity, will be valued at PLN 470,600,000 (i.e., EUR 130 million) for the purposes of calculating the number of new shares to be issued to Novator and Tollerton at each share capital increase between now and September 30, 2008. Should Netia still be a shareholder after that date and should Netia continue to chose not to contribute new equity pro rata, a new fair value of Netia’s shares shall be agreed between the shareholders. As a result of these arrangements, the value of Netia’s equity stake is effectively guaranteed at the value in the Letter of Intent (i.e. EUR 130 million), at least until September 30, 2008.
The Company projects that, based on the structure agreed by the parties to the Annex, in the event that Netia does not sell its shares and even if Netia does not participate in any increase of P4’s share capital before the end of September 2008, its share in P4’s share capital will not fall below 18.3% as at September 30, 2008.
The Annex will enter into force upon Netia obtaining a fairness opinion confirming the value of Netia’s shares in P4, however, not later than on February 13, 2008. In parallel, the first equity call of PLN 60,000,000 (without Netia’s participation in the financing) is unconditional.
Netia’s Management received consent from the Supervisory Board to sign the above mentioned Annex. Supervisory Board members affiliated with P4’s majority shareholder, Constantine Gonticas and Bruce McInroy, neither participated in the Supervisory Board’s discussions nor voted on the resolution on this matter.