Information on an intercompany transaction: transfer of shares’ ownership in an Ethernet subsidiary (disposal of material assets) (22/2008)
WARSAW, Poland – April 30, 2008 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on April 29, 2008 it transferred ownership of 500 shares in the share capital of Lanet Sp. z o.o., with its seat in Wrocław (“Lanet”), with the nominal value of PLN 500 each and the total nominal value of PLN 250,000, to its 100% owned subsidiary operating under the business name Internetia Sp. z o.o. with its seat in Warsaw (“Internetia”). These shares represent 100% of the share capital and confer the right to 100% of the votes at Lanet’s meeting of shareholders (the “Shares”).
The transfer of the Shares was made in execution of the agreement concluded by Netia and Internetia on April 29, 2008. The Shares represent an in-kind contribution in exchange for which Netia acquired 500 newly issued shares in Internetia, with the nominal value of PLN 500 and at the issue price of PLN 68,200.00 each, i.e., for a total price of PLN 34,100,000.
The gross book value of the Shares as at March 31, 2008 disclosed in Netia’s accounts was PLN 28,116,044.83.
The disposed Shares were classified as material assets, as they represent 100% of the share capital of Lanet and their acquisition by Internetia constitutes an investment of a long-term nature. The transaction has no impact on Netia’s consolidated financial statements.
Internetia is Netia’s subsidiary – Netia owns shares representing 100% of Internetia’s share capital and conferring the right to 100% of the votes at its meeting of shareholders. Apart from the contractual relations described below, there exist no other ties between Netia and the persons managing or supervising Netia and the buyer of the aforementioned assets. Messrs. Piotr Czapski, Jonathan Eastick, Bertrand Le Guern and Tom Ruhan who are management board members at Netia serve also as supervisory board members at Internetia. Netia renders to Internetia operational support services.
The transfer of the Shares represents one of the elements of the Ethernet companies’ consolidation process within the Netia group.