NETIA S.A. The Management Board of Netia S.A. ('Netia' or the ,Issuer') hereby informs that on 20 August 2015 a subsidiary of the Issuer - TK Telekom sp. z o.o. with its registered seat in Warsaw, KRS No 0000024788 ('TK Telekom') has accessed to the credit agreement concluded by the Issuer with mBank S.A. ('Security Agent') and DNB Bank Polska S.A. and DNB Bank ASA (jointly the 'Banks') on 9 July 2015, under which the Banks grant a credit to the Issuer ('Agreement'), with an effect that TK Telekom became a guarantor of the Issuer's obligations under the Agreement.
The subject of the agreement is the accession to the Agreement by TK Telekom, and consequently providing by TK Telekom a suretyship to the Issuer's obligations under the Agreement executed on 9 July 2015 between Netia (the 'Borrower'), Telefonia Dialog sp. z o.o. with its registered seat in Wrocław, Netia Brand Management sp. z o.o. with its registered seat in Warsaw and Internetia sp. z o.o. with its registered seat in Warsaw (jointly - the 'Original Guarantors') with the Lenders, under which the Lenders agreed to extend to the Borrower a term credit facility maturing in three years with a total amount of up to PLN 400,000,000 (four hundred million zloty), designated for: 1) repayment of the Issuer's debt resulting from the credit agreement dated 3 November 2014, executed between the Issuer as the borrower, Internetia sp. z o.o. with its registered seat in Warsaw, Netia Brand Management sp. z o.o. with its registered seat in Warsaw and Telefonia Dialog sp. z o.o. with its registered seat in Wrocław as the guarantors, mBank S.A. as the facility agent and Bank Gospodarki Żywnościowej S.A. as the original lenders - up to the total amount of PLN 250,000,000 (two hundred and fifty million zloty); 2) investment related to the acquisition of shares of TK Telekom - up to the total amount of PLN 150,000,000 (one hundred and fifty million zloty) - (see. Issuer's current report No 45/2015 of 10 July 2015).
Repayments are to be spread evenly over six bi-annual instalments, with the final instalment date payable three years after signing of the Agreement, i.e. on 9 July 2018. The credit accrues each period's interest at the rate of WIBOR and margin dependent on financial indicators. The terms and conditions of the Agreement comply with market practice and are not different from the terms and conditions generally applied to such types of agreements.
To secure the Lenders' claims under or related to the Agreement, the Borrower and each of the Original Guarantors is obliged to submit to enforcement for the benefit of each of the Lenders. Moreover, each of the Original Guarantors provided the suretyship to the maximum amount of PLN 600,000,000 (six hundred million zloty), and the Borrower shall provide securities for the benefit of the Security Agent with a registered pledge on the part of its fixed assets and on the shares in the share capital of TK Telekom, which were purchased by the Borrower.
By accession by to the Agreement TK Telekom provided a suretyship on the same terms as each of the Original Guarantors that is provided the suretyship to the maximum amount of PLN 600,000,000 (six hundred million zloty) for the term until 31 December 2021 or fulfillment of all obligations under the Agreement by the Issuer before that date. The suretyship was made to the Banks free of charge, and the financial terms, on which TK Telekom provided the suretyship, for the moment have not been concluded with the Issuer.
The Agreement was regarded as a significant contract due to the fact, that the value of its subject (the value of secured claim and the maximum sum of security) exceeds 10% of the value of Issuer's equity and 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 a parent company that prepares the consolidated financial statement).
Legal basis:
§ 5(1)(3) and (7) in conjunction with § 9 and § 13 of the Regulation dated 19 February 2009 regarding current and interim reports published by issuers of securities and on conditions of considering as equivalent the information required by law of a non-member state (consolidated text Journal of Laws of 2014, item 133, as amended) and Art. 56(1)(2) of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies (consolidated text Journal of Laws of 2013, item 1382, as amended.).
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