An amendment of the credit facility agreement (67/2008)
WARSAW, Poland – 5 December 2008 – Netia SA (the “Company” or “Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, announced today that following the fulfilment of the conditions precedent on 4 December 2008 under the Accession, Amendment and Restatement Agreement (the “Amendment Agreement”) (see the Current Report No. 34/2008, dated 27 June 2008) the facility agreement concluded on 15 May 2007 (the “Facility Agreement”) with Rabobank Polska S.A., Bank Millennium S.A., Bank Gospodarki Żywnościowej S.A. and Raiffeisen Bank Polska S.A. (the “Banks”) (see the Current Report No. 53/2007, dated 15 May 2007), has been changed, including:
a. an increase of the facility amount by PLN 100,000,000 up to PLN 375,000,000 (including an increase with respect to the term loan of up to PLN 325,000,000; the revolving loan has not changed and continues to amount to PLN 50,000,000 (the „Facility”);
b. the repayment period of the Facility has been extended by 6 months to 30 June 2013;
c. the availability period of the term loan has been extended by 6 months to 30 June 2011.
The above amendments were conditional upon, without limitation:
a. a change of the existing security interests against the Facility established by Netia and its subsidiaries (see the Current Reports No. 53/2007 dated 15 May 2007 and No. 34/2008 dated 27 June 2008) reflecting in them the increased amount of the Facility through, among other things, an increase of the maximum secured amount and the value of the mortgages; and
b. the establishment in favour of the Banks of additional security interests for the Facility in the form of registered pledges on a collection of Netia’s movables and property rights („Collection 1”). The establishment of those pledges has been approved by the Shareholders Meeting of the Company (see the Current Report 45/2008 dated 9 September 2008). Those pledges shall become effective following their entry in the register by a competent court. The gross book value of Collection 1 in Netia’s books of account amounts to PLN 5,178 million.
Furthermore, in connection with the changes in the capital structure of Netia group (including the continuing consolidation procedure) changes were made in the existing security interests for the Facility Agreement to reflect the existing ownership structure in the group. Consequently, pledges on movables and property rights acquired by Netia as a result of its merger with Świat Internet („Collection 2”) (see the Current Report No. 61 dated 4 November 2008) were established. The gross book value of Collection 2 in Netia’s books of account amounts to PLN 1,873 million.
The new registered pledges as well as the changes in the existing security interests as referred to above shall become effective following their entry in the register by a competent court or in the land and mortgage register by a competent land and mortgage registry court.
Collection 1 and Collection 2 have been classified as material assets on the grounds that each of them constitutes a value amounting to more than 10% of Netia’s equity.
Rabobank Polska S.A, Bank Millennium S.A., Bank Gospodarki Żywnościowej S.A. and Raiffeisen Bank Polska S.A. are entities unrelated to the Company.
Art. 56 section 5 of the Act on Public Offerings, the Terms Governing the Introduction of Financial Instruments into Organized Trading, and on Public Companies, and §5 section 1.1 of the Regulation of the Minister of Finance on Current and Periodic Disclosures to be Made by Issuers of Securities dated 19 October 2005 (Journal of Laws of 2005, No. 209, item 1744).