Information on an intragroup transaction: transfer of shares ownership in Netia’s subsidiary (disposal of material assets) (60/2008)
WARSAW, Poland – October 28, 2008 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that on October 28, 2008 Netia’s subsidiary Świat Internet SA with its seat in Warsaw (“Świat Internet”) transferred ownership of 464,000 shares in the share capital of Premium Internet SA, with its seat in Warsaw (“Premium Internet”), with the nominal value of PLN 100 each and the total nominal value of PLN 46,400,000, to Netia’s another subsidiary operating under the business name Tele2 Polska Sp. z o.o. with its seat in Warsaw (“Tele2 Polska”). These shares represent 100% of the share capital and confer the right to 100% of the votes at Premium Internet’s meeting of shareholders (the “Shares”).
The transfer of the Shares was made in execution of the share purchase agreement concluded by Tele2 Polska and Świat Internet on October 28, 2008. The shares of Premium Internet (“Shares”) have been purchased for the total price of PLN 1.00 (say: one).
As at September 30, 2008, the gross book value of the Shares disclosed in the financial statements of Świat Internet was PLN 3.0 million while net liabilities of Premium Internet as at September 30, 2008 amounted to PLN 32.1 million and the balance of its financial liabilities towards its related parties as at October 28, 2008 was PLN 17.3 million (main liability).
The disposed Shares were classified as material assets, as they represent 100% of the share capital of Premium Internet and their acquisition by Tele2 Polska constitutes an investment of a long-term nature.
Apart from the contractual relations described below, there exist no other ties between Netia and the persons managing or supervising Netia and the seller and the buyer of the aforementioned assets.
Świat Internet is Netia’s subsidiary – Netia owns shares representing 100% of Świat Internet’s share capital and conferring the right to 100% of the votes at its meeting of shareholders. Messrs. Jonathan Eastick and Bertrand Le Guern who are management board members at Netia serve also as management board members at Świat Internet. Mr. Tom Ruhan, management board member at Netia, serves also as a supervisory board member at Świat Internet. Netia renders to Świat Internet operational support services. Netia leases from Świat Internet certain elements of telecommunications infrastructure, which had been previously contributed in kind by Netia to Świat Internet in February 2007 (see Netia’s press releases dated February 1, 2007). In addition, Netia and Świat Internet concluded a number of agreements with regard to their cooperation in providing telecommunications services.
Tele2 Polska is Netia’s subsidiary – Netia owns shares representing 100% of Tele2 Polska’s share capital and conferring the right to 100% of the votes at its meeting of shareholders. Mr. Piotr Nesterowicz, management board member at Netia, serves also as a president of the management board at Tele2 Polska. Netia renders to Tele2 Polska operational support services and both companies concluded a number of agreements with regard to their cooperation in providing telecommunications services. In addition, Tele2 Polska purchased the bonds issued by Netia (see Netia’s press release dated October 1, 2008).
The transaction has no impact on Netia’s consolidated financial statements.
The transfer of the Shares to Tele2 Polska represents an interim step in the ongoing consolidation of operating companies within the Netia group.