Closing of the transaction to sell the 23.4%* held by Netia Spółka Akcyjna UMTS S.K.A. in P4 sp. z o.o. for EUR 131,795,000 (the disposal of a material asset). Termination of P4 shareholders agreement (material agreement). (24/2008)
WARSAW, Poland, April 30, 2008: Netia SA (the “Company”), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on April 30, 2008 the Company closed the transaction to sell the 23.4%* interest in P4 Sp. z o.o. (“P4”) held by the Company’s subsidiary, Netia Spółka Akcyjna UMTS S.K.A., (“Netia UMTS”) to Tollerton Investments Limited with its seat in Limassol, Cyprus (“Tollerton”) and Novator Telecom Poland S.a.r.l with its seat in London, the United Kingdom (“Novator”), for the total price of EUR 131,795,000.
The Company announced in the current report No. 11/2008 dated February 22, 2008 that it had signed a binding agreement to sell 1,605 of Netia UMTS’ shares in P4, with a total nominal value of PLN 802,500 to Tollerton (representing as at the date of signing the agreement 3% of P4’s share capital and entitling the holder to 3% of the votes at the meeting of the shareholders of P4) and 10,914 of Netia UMTS’ shares in P4, with a total nominal value of PLN 5,457,000 to Novator (representing as at the date of signing the agreement 20.4% of P4’s share capital and entitling the holder to 20.4% of the votes at the meeting of the shareholders of P4). The final price paid for the shares was EURO 131,795,000, and was increased from the original EURO 130 million upon the final agreement of the payment date. The net book value of the shares sold in Netia UMTS’ books is PLN 310,120,200.29.
The completion of the transaction was dependant on the satisfaction of conditions precedent or the waiver thereof by the Company (see current report 11/2008).
On March 12, 2008 all conditions precedent were waived by the Company. Notwithstanding such waiver Novator and Tolleron are to use their best efforts to cause the satisfaction of the conditions precedent listed in the current report no. 11/2008 at an earliest practicable date.
The shares in P4 were a long-term investment of the Company.
The Company and Novator are related parties: Novator is the shareholder of the Company and holds 29.27% of votes at the meeting of the shareholders of the Company.
Tollerton and the Company are not related parties.
The disposed P4 shares exceed 20% of the P4’s equity, hence they qualify as material assets.
Simultaneously the management board of the Company informs that on April 30, 2008 the shareholders agreement of P4 dated May 24, 2007 entered into between the Company, Netia Mobile Sp. z o.o. (currently Netia UMTS), Novator One L.P., Novator, Novator Poland Pledge Sp. z o.o., Olympia Development S.A., Tollerton and P4 (“Shareholders Agreement”) was terminated with respect to the Company and Netia UMTS. The Shareholders Agreement was terminated due to the sale of Netia UMTS’ shares in P4 to Novator and Tollerton. The detailed description of all the provisions of the Shareholders Agreement was set forth in current report No. 12/2007 dated February 1, 2007.
Upon the termination of the Shareholders Agreement:
- The Company and Netia UMTS were released from the obligation to finance P4;
- The commercial agreements between the Company and P4 (service provider, transmission and distribution agreements) remain in force.
* As at the date of signing the agreement to sell the shares.
§5 section 1.1 and 1.5 of the Regulation of the Minister of Finance on the Current and Periodic Disclosures to be Made by Issuers of Securities dated 19 October 2005 (Journal of Laws of 2005, No. 209, item 1744).