Information on an intergroup transaction: purchase by Netia Spółka Akcyjna UMTS Spółka komandytowo-akcyjna of bonds of Netia S.A. (purchase by the affiliate of the Issuer of securities issued by the Issuer) (48/2007)
I. The Management Board of Netia S.A., acting pursuant to art. 56.1 and 2 of the act dated 29 July 2005 on the public offer and conditions for the introducing of financial instruments in the regulated market and public companies (Dz. U. no. 184 item 1539 as amended) and § 3 in relation to § 5.1.3 and 6 of the executive order of the Ministry of Finance dated 19 October 2005 on the current and periodic information communicated by issuers of securities (Dz.U. no. 209 item 1744) announces that on 12 September 2008 its subsidiary, Netia Spółka Akcyjna UMTS Spółka komandytowo-akcyjna – agreed to purchase the following bonds from Netia S.A.:
1) on the basis of the resolution of the Management Board of Netia S.A. no. 2/2008 dated 11 September 2008 - 1 (one) unsecured registered bond, AA series, in the nominal value of PLN 94 500 000 (ninety four million five hundred thousand zloty) and
2) on the basis of the resolution of the Management Board of Netia S.A. no. 3/2008 dated 11 September 2008 and of the foreign currency permit dated 11 September 2008 - 1 (one) unsecured registered bond, BB series, in the nominal value of € 40 340 000 (forty million three hundred and forty thousand euro)
with the repurchase date falling on 12 September 2010 and with a right of Netia S.A. for an earlier repurchase.
II. Netia Spółka Akcyjna UMTS Spółka komandytowo-akcyjna purchased the above bonds for the issue price equal to the nominal value of each of the bonds, i.e., in total for a price above 10% of the equity of Netia S.A. (criteria for a material contract).
III. According to rules of the issue of the above bonds specified by the Management Board of Netia S.A., the AA series bond bears interest at WIBOR 1Y+1p.p., while the BB series bond bears interest at LIBOR 1Y+1p.p. applicable for the first interest period - as of the date of issue for each of the bonds, for the second interest period - as of the day after the date when the interest for the first interest period are due. Interest is payable for annual periods, interest due for the last year is payable together with the repurchase of the bond. The Issuer has excluded the right to dispose of both the above bonds.
IV. The above bonds were purchased by the subsidiary of Netia S.A. in order to invest its cash deposits.
V. These transactions have no impact on the consolidated balance sheet or the cash position of the Netia group. Netia S.A. is issuing the bonds to ensure that it utilizes the group’s cash deposits for the acquisition of Tele2 Polska Sp. z o.o. and implementation of its ongoing growth strategy prior to beginning to draw down on its PLN 375 million of available credit lines.