The Management Board of Netia S.A. (hereinafter referred to as ‘Netia’ or ‘Issuer’) informs, that on May 8, 2015 the Issuer, as a buyer, concluded a significant contract with the company Polskie Koleje Państwowe spółka akcyjna (hereinafter referred to as ‘PKP S.A.’), as a seller (hereinafter referred to as ‘Contract’).
The subject of a Contract, that is a preliminary contract of sale of shares, is the obligation of Issuer and PKP S.A. to conclude the final contract of sale (hereinafter referred to as ‘Final Contract’) 769.801 shares in the share capital of the company TK Telekom spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw, NCR number: 0000024788 (hereinafter referred to as ‘TK Telekom’), which represent 100% shares in the share capital of TK Telekom and which represent 100% of the total number of votes on the shareholders’ meeting of TK Telekom. The conclusion of Final Contract is expected, according to the Contract, within the term of fulfilment of the conditions precedent indicated in the Contract, but not later than within 9 months from the conclusion of the Contract. As a price for sale of 769.801 shares in the share capital of TK Telekom the Issuer is obliged to pay PKP S.A., on the date of conclusion of the Final Contract, the amount of PLN 221,856,648.20 (two hundred twenty one million eight hundred fifty six thousand six hundred forty eight zloty 20/100).
The conclusion of the Final Contract was made conditional upon the fulfilment of the conditions precedent indicated in the Contract, i.e. (I) obtaining the consent for concentration expressed by the President of the Office of Competition and Consumer Protection (Prezes Urzędu Ochrony Konkurencji i Konsumentów) and (II) expressing by the general assembly of PKP S.A. the consent for the sale of 769.801 shares in the share capital of TK Telekom. The Final Contract shall be concluded, according to the Contract, within 10 working days from the date of fulfilment of the last of the conditions precedent indicated in the Contract or on an other date agreed between the Issuer and PKP S.A., but not later than within 9 months from the conclusion of the Contract. The Minister for Infrastructure and Development, who is competent for issues regarding transportation, granted to PKP S.A., on 6 August 2014, the power of attorney to perform legal acts related to the sale of 769.801 shares in the share capital of TK Telekom.
The Contract was regarded as a significant contract due to the fact that the value of its subject (the shale price for 769.801 shares in the share capital of TK Telekom due to PKP S.A. from the Issuer on the date of conclusion of the Final Contract) exceeds 10% of the value of the sales revenues of the Issuer’s capital group for the term of the last four financial quartiers (the Issuer is the parent company that prepares the consolidated financial statement).
§ 5 clause 1 point 3 and § 9 of Ordinance of the Ministry of Finance dated 19 February 2009 on the current and periodical information delivered by the issuers of securities and on consideration as equivalent the information required by law of the countries outside the EU (consolidated text Journal of Laws from 2014, item 133, as amended).