NETIA S.A. The Management Board of Netia S.A. ('Netia' or the 'Issuer') hereby informs that on August 20, 2015 the Issuer concluded with mBank S.A. with its registered seat in Warsaw, DNB Bank Polska S.A. with its registered seat in Warsaw and DNB Bank ASA with its registered seat in Oslo, Norway (the 'Banks' or the 'Pledgees') the contract on financial pledge (the 'Contract') over the shares in share capital of the company TK Telekom sp. z o.o. with its registered seat in Warsaw, NCR number: 0000024788 ('TK Telekom'), owned by the Issuer.
The subject of the Contract is to establish a financial pledge, pursuant to Art. 5(1)(2) of the Act dated April 2, 2004 on certain financial securities (consolidated text Journal of Laws of 2012, item 942, as amended), over 769.801 shares in share capital of TK Telekom (the 'Shares') of nominal value of 500.00 (five hundred 00/100) PLN each and of aggregated nominal value of 384,900,500.00 (three hundred eighty four million nine hundred thousand five hundred 00/100) PLN (the value that is also the booking value of the Shares in the accounting books of TK Telekom - the subsidiary company of the Issuer), which represent 100% of the share capital of TK Telekom and which represent 100% of votes on the shareholders' meeting of TK Telekom (therefore the Issuer indicates that it owns 100% shares in the share capital of TK Telekom and 769.801 votes on the shareholders' meeting of TK Telekom, i.e. 100% of the total number of votes on the shareholders' meeting of TK Telekom). The booking value of the Shares in the accounting books of the Issuer is 225,933,354.09 (two hundred twenty five million nine hundred thirty three thousand three hundred fifty four 09/100) PLN. The encumbered assets are thus all of the shares in the share capital of TK Telekom - the company engaged in telecommunications business (telecom operator), which owns a digital exchange network of length of almost 30,000 km. The Shares are a long-term capital investment of the Issuer due to the intention to expand the scale of operations of Netia Capital Group and to continue leading the core business activity of TK Telekom in the current range (see the current report of the Issuer No. 46/2015 dated July 21, 2015 along with the correction to the abovementioned current report No. 46/2015/K dated July 29, 2015).
The establishment of the financial pledge over Shares took place on the basis of the Contract, concluded due to the execution of the obligation incurred by the Issuer in the credit facility agreement concluded on July 9, 2015 by the Issuer as the borrower and the Pledgees as lenders (see the current report of the Issuer No. 45/2015 dated July 10, 2015). The value of the obligation of the Issuer secured with the financial pledge over Shares is up to 400,000,000.00 (four hundred million 00/100) PLN, that results also from the abovementioned credit facility agreement to the maximum sums of security that represent the obligations of the Issuer towards (1) DNB Bank Polska S.A. that amounts 150,000,000.00 (one hundred fifty million 00/100) PLN; towards (2) DNB Bank ASA that amounts 150,000,000.00 (one hundred fifty million 00/100) PLN and towards (3) mBank S.A. that amounts 300,000,000.00 (three hundred million 00/100) PLN (see also the current report of the Issuer No. 45/2015 dated July 10, 2015).
The Contract provides for the obligation of the Issuer to encumber with a financial pledge for the benefit of the Pledgee also the future shares in the share capital of TK Telekom (after potential increase of the share capital of TK Telekom or after acquisition by the Issuer of other shares in the share capital of TK Telekom from another shareholder of TK Telekom) and for the obligation of the Issuer to non-execution of the voting right on the shareholders' meeting of TK Telekom in the way, that would result in the exhaustively mentioned events, adverse to the interest of the Pledgees. In the remaining scope, in particular in the terms of satisfying the Pledgee from the Shares, the terms of the Contract do not differ from the terms commonly used in trade for this type of contracts. The Contract does not provide for any contractual penalties. The Contract was concluded upon the defeasant condition, that is the filing into register the registered pledge over Shares for the benefit of mBank S.A., that is to be established on the basis of the contract on the registered pledge dated August 20, 2015 (see the current report of the Issuer No. 54/2015 dated August 21, 2015). There are no relations between the Issuer, the persons managing or supervising the Issuer and the Pledgee or persons managing the Pledgee.
The Shares are assets of a significant value due to the fact that their nominal and booking value exceed 10% of the value of Issuer's equity and exceed 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). The Contract was regarded as a significant contract due to the fact, that the value of its subject (the nominal and the booking value of the Shares, the value of secured claim - the debt of the Issuer - and the joint 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 joint value of pledge contracts that were concluded by the Issuer with one of the Pledgees (mBank S.A.) in the period of last 12 months is 1,141,928,161.12 (one billion one hundred forty one million nine hundred twenty eight thousand one hundred sixty one 12/100) PLN. Among these contracts the contract of the largest value is a contract concluded on July 15, 2015 that provides for the establishment of a registered pledge over the set of assets (the 'Pledge Contract over Assets') - the set of movables, owned by the Issuer, constituting the core sewer system available in the Republic of Poland, of the joint booking value (resulting from the balance of the Issuer from June 30, 2015) of 367,774,860.64 (three hundred sixty seven million seven hundred seventy four thousand eight hundred sixty zloty 64/100) PLN, exceeding 10% of the value of Issuer's equity. Establishing the registered pledge on the abovementioned assets is also aimed at securing the obligations of the Issuer resulting from the credit facility agreement concluded on July 9, 2015 with mBank and DNB Bank Polska S.A. and DNB Bank ASA (see the current report of the Issuer No 45/2015 of 15 July 2015) to the maximum sum of the security that amounts PLN 600,000,000.00 (six hundred million zloty 00/100). The Pledge Contract over Assets provides for the limitation of transferability of the fixed assets encumbered with the registered pledge for the time of its duration and the encumbrance with the registered pledge also the future pieces of the set of movables that is the subject of the agreement. In the remaining scope the terms of the Pledge Contract over Assets do not differ from the terms commonly used in trade for this type of agreements. The Pledge Contract over Assets does not provide for any contractual penalties. To the knowledge of the Issuer the registered pledge on the abovementioned assets has not been established yet (until today), since the Issuer has not received any judgement of filing the pledged on the abovementioned assets to the pledge register (see the current report of the Issuer No. 48/2015 dated August 4, 2015).
Legal basis:
§ 5(1)(1 and 3) in conjunction with § 7 and § 9 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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