Netia issues non-transferable bonds with a value exceeding 10% of the Company’s equity, which are to be purchased by its wholly-owned subsidiary as part of an intra-group transaction (47/2012)
The key terms and conditions of the Bonds are as follows:
The nominal value of one Bond is equal to the issue price and amounts to PLN 50.000.000,00 (fifty million). The total nominal value of the Bonds is equal to the issue price of the Bonds and amounts to PLN 300.000.000,00 (three hundred million).
The Issuer obliges itself to redeem the Bonds on 31st May 2017 (hereinafter referred to as the “Redemption Date”) by payment of the nominal value together with due and unpaid interests.
The Issuer has the right to repurchase the Bonds before the Redemption Date. The Issuer has the right to make a partial repurchase of the Bonds before the Redemption Date. Earlier repurchase of the Bonds takes place by payment of the nominal value of the Bonds together with due and unpaid interests, increased as follows:
a)3% of the nominal value of the Bonds in the case of repurchase within 3 years before the Redemption Date,
b)2% of the nominal value of the Bonds in the case of repurchase within 2 years before the Redemption Date,
c)1% of the nominal value of the Bonds in the case of repurchase within one year before the Redemption Date.
The Bonds bear annual interest at Wibor 6M rate increased by a margin of 2,5 %, throughout the whole period of validity of the Bonds until the Redemption Date or an earlier repurchase date. The interest periods are half yearly. The first interest period commences on the date of issue of the Bonds.
Interest is payable on the last day of a particular interest period. The interest for the last interest period will be paid together with payment of the nominal value of the Bonds on the Redemption Date or on a date of earlier repurchase.
The Bonds are not secured.
The value of the assumed liabilities of the Issuer as of 31st March 2012, i.e., the last day of the quarter preceding the publication of the offer to purchase, amounts to PLN 906.905.000,00 (nine hundred six million nine hundred five thousand).
Projected liabilities of the Issuer as of the Redemption Date are estimated at the amount of PLN 301.800.000,00 (three hundred one million eight thousand).
Proceeds from the Bonds issue will be used to pay for telecommunications networks elements acquired from Telefonia Dialog Sp. z o.o. and to fund the on-going operations of the Company. The telecommunications network elements were acquired from Telefonia Dialog Sp. z o.o. on 31st May 2012 as part of the on-going integration of Telefonia Dialog Sp. z o.o. into the Netia Group. These network elements will be managed jointly with Netia’s existing network to reduce operating costs in the future. Telefonia Dialog Sp. z o.o. will continue to utilise the telecommunications network elements to service its clients via a long-term agreement put in place between Netia and Telefonia Dialog Sp. z o.o.
§ 5 item 1 point 11 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognising as equivalent the information required by law of a non-member state (Journal of Law dated 2009 No. 33 pos. 259).