UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated as of February 25, 2003
NETIA HOLDINGS S.A.
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(Translation of registrant's name into English)
UL.POLECZKI 13
02-822 WARSAW, POLAND
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(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F |X| Form 40-F |_|
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.] Yes |_| No |X|
EXPLANATORY NOTE
Attached are the following items:
1. Press Release, dated February 17, 2003.
2. Press Release, dated February 17, 2003.
3. Press Release, dated February 21, 2003.
This current report on Form 6-K is hereby incorporated by reference into our
Registration Statement on Form F-3 filed with the Securities and Exchange
Commission on May 9, 2001 (File No. 333-13480).
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
ACQUISITIONS OF SIGNIFICANT HOLDINGS IN NETIA'S SHARE CAPITAL
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WARSAW, Poland - February 17, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, announced today that it was informed about acquisitions of significant
stakes in Netia's share capital. In accordance with received notices, as of
February 10, 2002, each of the following entities owned significant stakes in
Netia's share capital:
(i) affiliates of Montpelier Asset Management Ltd together acquired
33,932,573 series H shares representing 9.86% of Netia's share capital
and 9.86% of the total voting power at Netia's general meeting of
shareholders.
- ---------------------------------------------------- -------------------------------- -----------------------------------------
Percentage of Netia's share capital and
Company percentage of voting power at the
Number of series H shares general meeting of shareholders
- ---------------------------------------------------- -------------------------------- -----------------------------------------
(1) Consulta Emerging Markets Debt Fund Limited 20,931,435 6.084%
- ---------------------------------------------------- -------------------------------- -----------------------------------------
(2) Montpelier Funds Plc, Montpelier Global High 6,234,393 1.812%
Yield
- ---------------------------------------------------- -------------------------------- -----------------------------------------
5,449,848 1.584%
(3) Cusco LLC
- ---------------------------------------------------- -------------------------------- -----------------------------------------
664,265 0.193%
(4) Ashfield Investments NV
- ---------------------------------------------------- -------------------------------- -----------------------------------------
652,632 0.19%
(5) Bessemer Trust Company
- ---------------------------------------------------- -------------------------------- -----------------------------------------
In addition, Consulta Emerging Markets Debt Fund Limited owns 20,000
series A shares, Cusco LLC owns 20,000 shares and Nicholas Cournoyer,
Managing Director of Montpelier Asset Management Ltd owns 3,000 series
A shares of Netia Holdings S.A.
As a result, Montpelier Asset Management Ltd and its affiliates
jointly own 33,975,573 shares of Netia Holdings S.A. representing
9.87% of Netia's share capital and 9.87% of the total voting power at
Netia's general meeting of shareholders;
(ii) affiliates of SISU Capital Limited together acquired 23,743,225 series
H shares representing 6.9% of Netia's share capital and 6.9% of the
total voting power at Netia's general meeting of shareholders.
- -------------------------------------------------- -------------------------------- ------------------------------------------
Percentage of Netia's share capital and
percentage of voting power at the
Company Number of series H shares general meeting of shareholders
- -------------------------------------------------- -------------------------------- ------------------------------------------
(1) SISU Capital Fund Limited 12,583,340 3.66%
- -------------------------------------------------- -------------------------------- ------------------------------------------
4,020,311 1.17%
(2) SISU Capital Fund Limited II, Ltd
- -------------------------------------------------- -------------------------------- ------------------------------------------
4,454,645 1.29%
(3) SISU Capital Fund LP
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2,684,929 0.78%
(4) AVRO Master Fund
- -------------------------------------------------- -------------------------------- ------------------------------------------
and
(iii) affiliates of Griffin Capital Management Ltd together acquired
20,464,262 series H shares representing 5.95% of the share capital of
Netia Holdings S.A. and 5.95% of the total voting power at Netia's
general meeting of shareholders.
- -------------------------------------------------- -------------------------------- ------------------------------------------
Company Number of series H shares
Percentage of Netia's share capital and
percentage of voting power at the
general meeting of shareholders
- -------------------------------------------------- -------------------------------- ------------------------------------------
(1) Griffin Eastern European Fund 15,005,430 4.36%
- -------------------------------------------------- -------------------------------- ------------------------------------------
(2) Griffin European Equity Fund 151,799 0.044%
- -------------------------------------------------- -------------------------------- ------------------------------------------
(3) Griffin European Opportunities Fund 804,431 0.23%
- -------------------------------------------------- -------------------------------- ------------------------------------------
(4) Griffin Eastern European Value Fund 4,502,966 1.3%
- -------------------------------------------------- -------------------------------- ------------------------------------------
2
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003 and its Current Report on Form 6-K filed with
the Commission on February 14, 2003. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
3
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA TO BE INCLUDED IN WARSAW STOCK EXCHANGE'S WIG20 INDEX
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WARSAW, Poland - February 17, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, today announced that pursuant to the resolution of the management
board of the Warsaw Stock Exchange, Netia's shares will be included into the
WIG20 Index, following the annual review of the indices to be performed on March
21, 2003 by the Warsaw Stock Exchange.
The WIG20 Index comprises shares of twenty of the largest companies listed on
the primary market of the Warsaw Stock Exchange. Companies are selected based on
their market capitalization and market turnover.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003, its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003, its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003 and its Current Report on Form 6-K filed with
the Commission on February 14, 2003. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
2
FOR IMMEDIATE RELEASE
- ---------------------
Contact: Anna Kuchnio (IR)
+48-22-330-2061
Jolanta Ciesielska (Media)
+48-22-330-2407
Netia
- or -
Mark Walter
Taylor Rafferty, London
+44-(0)20-7936-0400
- or -
Abbas Qasim
Taylor Rafferty, New York
212-889-4350
NETIA ISSUES A NOTICE TO HOLDERS OF 10% SENIOR SECURED NOTES DUE 2008
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WARSAW, Poland - February 21, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET,
NET2), Poland's largest alternative provider of fixed-line telecommunications
services, today announced that Netia Holdings B.V., its Dutch finance
subsidiary, will exercise its right of redemption in respect of all of its
outstanding 10% Senior Secured Notes due 2008, Cusip: 64114MAG5, ISIN:
XS0158458215 (the "Notes").
The terms of the redemption are as follows:
Redemption Date: on March 24, 2003.
Redemption Price: 100% of par, plus unpaid and accrued interest to the
Redemption Date. Each holder will therefore be entitled on
the Redemption Date to EUR 1,025.27 in respect of each
denomination of EUR 1,000 of Notes held by it, including 91
days' accrued and unpaid interest of EUR 25.27. Interest on
the Notes will thereupon cease to accrue as of the
Redemption Date.
Some of the information contained in this news release contains forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those in the forward-looking
statements as a result of various factors. For a more detailed description of
these risks and factors, please see Netia's filings with the Securities and
Exchange Commission, including its Annual Report on Form 20-F filed with the
Commission on March 28, 2002, its Current Report on Form 6-K filed with the
Commission on April 3, 2002, its Current Reports on Forms 6-K filed with the
Commission on May 6, 2002, its Current Report on Form 6-K filed with the
Commission on May 7, 2002, its Current Report on Form 6-K filed with the
Commission on May 20, 2002, its Current Report on Form 6-K filed with the
Commission on May 24, 2002, its Current Report on Form 6-K filed with the
Commission on June 28, 2002, its Current Report on Form 6-K filed with the
Commission on July 2, 2002, its Current Report on Form 6-K filed with the
Commission on July 31, 2002, and its Current Report on Form 6-K filed with the
Commission on August 2, 2002, its Current Reports on Form 6-K filed with the
Commission on August 6, 2002, its Current Report on Form 6-K filed with the
Commission on August 9, 2002, its Current Report on Form 6-K filed with the
Commission on August 15, 2002 its Current Report on Form 6-K filed with the
Commission on August 16, 2002, its Current Report on Form 6-K filed with the
Commission on August 28, 2002, its Current Report on Form 6-K filed with the
Commission on August 30, 2002, its Current Report on Form 6-K filed with the
Commission on September 16, 2002, its Current Report on Form 6-K filed with the
Commission on September 20, 2002, its Current Report on Form 6-K filed with the
Commission on September 24, 2002, its Current Report on Form 6-K filed with the
Commission on October 1, 2002, its Current Report on Form 6-K filed with the
Commission on October 15, 2002, its Current Report on Form 6-K filed with the
Commission on October 17, 2002, its Current Report on Form 6-K filed with the
Commission on October 22, 2002, its Current Report on Form 6-K filed with the
Commission on October 25, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 5, 2002, its Current Report on Form 6-K filed with the
Commission on November 6, 2002, its Current Report on Form 6-K filed with the
Commission on November 18, 2002 , its Current Report on Form 6-K filed with the
Commission on November 21, 2002, its Current Reports on Form 6-K filed with the
Commission on December 3, 2002, its Current Reports on Form 6-K filed with the
Commission on December 10, 2002, its Current Report on Form 6-K filed with the
Commission on December 23, 2002, its Current Report on Form 6-K filed with the
Commission on January 8, 2003 and its Current Report on Form 6-K filed with the
Commission on January 16, 2003, its Current Report on Form 6-K filed with the
Commission on January 29, 2003 its Current Report on Form 6-K filed with the
Commission on February 3, 2003, its Current Report on Form 6-K filed with the
Commission on February 13, 2003 and its Current Report on Form 6-K filed with
the Commission on February 14, 2003. Netia undertakes no obligation to publicly
update or revise any forward-looking statements.
# # #
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 25, 2003
NETIA HOLDINGS S.A.
By: /S/ AVRAHAM HOCHMAN
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Name: Avraham Hochman
Title: Chief Financial Officer
Vice President, Finance
By: /S/ EWA DON-SIEMION
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Name: Ewa Don-Siemion
Title: Vice President, Legal