Acquisition of shares in Telefonia Dialog S.A. (75/2011)
The acquisition of the Shares occurred as a result of the performance of the obligations resulting from the conditional agreement creating the requirement to sell shares in Dialog executed between Netia and KGHM Polska Miedź SA ("KGHM") on 29 September 2011 (the “Conditional Agreement”) after the payment of the purchase price and the fulfilment of a condition precedent involving the obtainment of the unconditional consent of the Polish Antimonopoly Authority for the takeover of Dialog (the “Condition Precedent”). The shares were acquired by Netia from KGHM via Dom Inwestycyjny BRE Bank S.A. The execution of the Conditional Agreement and the fulfilment of the Condition Precedent were announced by Netia in its current reports 45/2011 dated 29 September 2011 and 69/2011 dated 9 December 2011, respectively.
The final price paid by the Company for the Shares was calculated in accordance with the formula stipulated in the Conditional Agreement and was PLN 968,926,898. The price for the Shares includes the Dialog’s enterprise value of PLN 890 million and the equivalent of the net cash balance of Dialog of PLN 54 million as at 31 May 2011 (the “Locked-Box” date), all increased by the interest accruing on the price at the rate of 4.76% per annum from 31 May 2011 until the transaction closing date. Cash generated in Dialog from the Locked Box date until closing of the transaction accumulates in Dialog. The book value of the Shares in Netia accounts is PLN 968,926,898.
The acquired Shares constitute assets of a material value within the meaning of §2, section 1.45.a) of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities, and on conditions of considering as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259, as amended) since their value exceed 10% of Netia’s equity.
There are no relations between Netia or the members of its management and supervisory boards and KGHM or the members of KGHM’s management board. The acquisition of the Shares has been financed by the Company from its own funds in the amount of PLN 318,926,898 and in the amount of PLN 650,000,000 by a loan extended to the Company by a consortium of banks on 29 September 2011 (see current report 46/2011 dated 29 September 2011). The acquired Shares represent a long-term investment of Netia. Prior to the acquisition of the Shares Netia did not hold any shares in Dialog. Upon completion of the acquisition, Netia now holds 100% of the shares in the shares capital of Dialog and is entitled to 100% of the votes at general meetings of Dialog.
§5, section 1.1 and §7 of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities, and on conditions of considering as equivalent information required by the laws of a non-member state (Journal of Laws of 2009, No. 33, item 259, as amended).