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 August 8, 2003
NETIA 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 June 30, 2003.
2. Press Release, dated July 2, 2003.
3. Press Release, dated July 10, 2003.
4. Press Release, dated July 11, 2003.
5. Press Release, dated July 18, 2003.
6. Press Release, dated July 21, 2003.
7. Press Release, dated July 22, 2003.
8. Press Release, dated July 30, 2003.
9. Press Release, dated August 4, 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
+1-212-889-4350
INFORMATION REGARDING SALE OF NETIA'S SHARES
- --------------------------------------------
WARSAW, Poland - June 30, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced that, following the sale of Netia's shares, the subsidiaries of
J.P. Morgan Chase & Co. jointly hold 25,189,761 Netia's shares, which represent
7.32% of Netia's outstanding share capital and 7.32% of the total voting power
at Netia's general meeting of shareholders, as of June 27, 2003. J.P. Morgan
Chase & Co. together with its subsidiaries registered 50,189,761 of Netia's
shares for the purpose of Netia's ordinary shareholders' meeting held on June
12, 2003.
The following table presents current ownership of Netia's shares by each of the
subsidiaries of JP Morgan Chase & Co.
- -------------------------------------- --------------------------- -----------------------------------------------
Percentage of Netia's share capital and
Company percentage of voting power at the general
Number of shares meeting of shareholders
- -------------------------------------- --------------------------- -----------------------------------------------
J.P. Morgan Securities Ltd. 16,928,299 4.92%
- -------------------------------------- --------------------------- -----------------------------------------------
J.P. Morgan GT Corporation 7,117,376 2.07%
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J.P. Morgan GT Corporation 1,144,086 0.33%
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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, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003, its Current Report on Form 6-K filed with the
Commission on April 24, 2003, its Current Report on Form 6-K filed with the
Commission on May 7, 2003, its Current Report on Form 6-K filed with the
Commission on May 7, 2003 and its Current Report on Form 6-K filed with the
Commission on May 29, 2003. Netia undertakes no obligation to publicly update or
revise any forward-looking statements.
# # #
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
+1-212-889-4350
DISTRIBUTION OF TERMINATION NOTICE UNDER NETIA HOLDINGS S.A. ADR FACILITY
- -------------------------------------------------------------------------
WARSAW, Poland - July 2, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced that in accordance with Netia's request, The Bank of New York
(the "Depositary") distributed a termination notice (the "Termination Notice")
to holders of Netia's American Depositary Receipts ("ADRs") under the Deposit
Agreement dated August 3, 1999, as subsequently amended, (the "Deposit
Agreement"), between Netia, the Depositary and the owners and beneficial owners
of ADRs issued thereunder. The Deposit Agreement will terminate in accordance
with its terms and pursuant to the Termination Notice on September 29, 2003.
Pursuant to the Deposit Agreement, holders of Netia's ADR will be able to submit
their ADRs to the Depositary in order to exchange such ADRs for deposited shares
until Friday, March 26, 2004. Commencing Monday, March 29, 2004, the Depositary
will be able to sell all remaining deposited shares on the Warsaw Stock Exchange
and hold the net proceeds of such sales for the benefit of ADR holders. After
completion of such sales, the Depositary will distribute the net proceeds of
such sales to ADR holders who did not submit their ADRs for exchange for
deposited shares.
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, its Current Report on Form 6-K filed with the
Commission on February 14, 2003, its Current Report on Form 6-K filed with the
Commission on February 25, 2003, its Current Report on Form 6-K filed with the
Commission on March 10, 2003, its Current Report on Form 6-K filed with the
Commission on March 18, 2003, its Current Report on Form 6-K filed with the
Commission on April 8, 2003, its Current Report on Form 6-K filed with the
Commission on April 24, 2003, its Current Report on Form 6-K filed with the
Commission on May 7, 2003, its Current Report on Form 6-K filed with the
Commission on May 7, 2003 and its Current Report on Form 6-K filed with the
Commission on May 29, 2003. Netia undertakes no obligation to publicly update or
revise any forward-looking statements.
# # #
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
+1-212-889-4350
CAPITAL INCREASE OF NETIA HOLDINGS S.A. IN CONNECTION WITH
- ----------------------------------------------------------
THE EXERCISE OF WARRANTS
- ------------------------
WARSAW, Poland - July 10, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced that as of July 10, 2003, it issued 123,669 series J shares at
an issue price of PLN 2.53 per share upon the exercise of 66,514 two-year
subscription warrants and 57,155 three-year subscription warrants by their
holders. Each series J share entitles its holder to one vote at Netia's general
meeting of shareholders. Netia's series J shares are publicly traded on the
Warsaw Stock Exchange ("WSE") under code No. PLNETIA00014, the same code as all
other ordinary shares of Netia.
As a result of this issuance of these shares there are currently:
(a) 32,357,707 two-year subscription warrants traded on the WSE under the
ticker "NETPPO2", entitling their holders to subscribe for Netia's series J
shares by April 29, 2005; and
(b) 32,367,066 three-year subscription warrants traded on the WSE under the
ticker "NETPPO3", entitling their holders to subscribe for Netia's series J
shares by April 29, 2006.
Following the issuance of these shares, Netia's issued and outstanding share
capital equals PLN 344,168,881 and is divided into 344,168,881 shares, PLN 1 par
value per share. The outstanding shares give rise to 344,168,881 votes at
Netia's general meeting of shareholders. A motion for the registration of the
share capital increase by the Polish court was filed on July 7, 2003. A second
motion for the registration of the share capital increase by the Polish court
will be filed by August 6, 2003.
The subscription warrants were exercised in accordance with Netia's Polish
prospectus, dated April 17, 2002, as amended.
Under Polish law, Netia is required to report in Poland its share capital
increase each time subscription warrants are exercised. For the purpose of U.S.
reporting, Netia will announce the share capital increases, if any, in the form
of a press release once a month. Current information on Netia's share capital
will be updated on Netia's website at www.investor.netia.pl each time any
warrants are exercised.
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
NETIA HOLDINGS S.A. CONFIRMS FINANCIAL RESULTS RELEASE DATE
- -----------------------------------------------------------
WARSAW, Poland - July 11, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
confirmed today that its 2003 first half and second quarter results will be
released after the close of the Warsaw Stock Exchange on Tuesday, August 12,
2003.
On Wednesday, August 13, 2003, President of the Management Board and CEO,
Wojciech Madalski, and Chief Financial Officer, Zbigniew (pound)apinski, will
host a conference call at 4:00 PM (CET) / 3:00 PM (GMT) / 10:00 AM (EST) to
review the results. The conference call will be available for replay purposes as
well. Netia followers will receive invitations to participate in this conference
call.
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
NEW MANNER OF REPORTING IN POLAND THE SHARE CAPITAL INCREASES CONNECTED WITH
- ----------------------------------------------------------------------------
THE EXERCISE OF WARRANTS
- ------------------------
WARSAW, Poland. - July 18, 2003 - Netia Holdings S.A. ("Netia" or the "Company")
(WSE: NET), Poland's largest alternative provider of fixed-line
telecommunications services today announced that it is changing the manner of
reporting Netia's share capital increases.
Share capital increases in connection with the exercise of Netia's outstanding
Warrants will be announced both in Poland and in the U.S. in the form of a press
release once a month by the 8th of each month, and additionally each time in the
case of an exchange of Warrants constituting 5% or more of all Warrants issued
by the Company. Current information on Netia's share capital is constantly
updated on Netia's website on each occasion any Warrants are exercised.
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
NETIA ENGAGES IN TRANSACTION WITH AN AFFILATE
- ---------------------------------------------
WARSAW, Poland, July 21, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
announced today that in connection with the on-going process of internal
consolidation of the Netia group companies, on July 21, 2003, Netia bought from
Mr. Aleksander Szwarc 20 shares, PLN 50 par value per share, of Telko Sp. z o.o.
("Telko") with its seat in Warsaw, constituting 25% of Telko's share capital and
representing 12.66% of the voting powers at Telko's general meeting of
shareholders. The total value of the transaction equals PLN 1,000. Netia
financed the transaction from its own capital.
Following this transaction, Netia owns 80 shares of Telko constituting 100% of
Telko's share capital and representing 100% of the voting power at Telko's
general meeting of shareholders. Telko does not conduct any telecommunications
activities.
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
THE TERMS OF MERGER BETWEEN NETIA AND ITS SUBSIDIARIES
- ------------------------------------------------------
WARSAW, Poland. - July 22, 2003 - Netia Holdings S.A. ("NETIA", "COMPANY") (WSE:
NET), Poland's largest alternative provider of fixed-line telecommunications
services, announced today that as part of the ongoing process of internal
consolidation of Netia subsidiaries (the "NETIA GROUP") a decision has been
made, in accordance with Article 492, section 1 subsection 1 of the Commercial
Companies Code ("CCC"), to merge the Company with its wholly owned subsidiaries
which have their registered seats in Warsaw and which operate under the
following names: Netia Telekom S.A., Netia South Sp. z o.o., Netia Telekom
Mazowsze S.A., Netia Telekom Warszawa S.A., Netia Telekom Modlin S.A., Netia
Telekom Lublin S.A., Netia Telekom Ostrowiec S.A., Netia Telekom aewidnik S.A.,
Netia Telekom Torun S.A., Netia Telekom W(3)oc(3)awek S.A., Netia Telekom Kalisz
S.A., Netia Telekom Pi(3)a Sp. z o.o., Netia Telekom Silesia S.A., Netia Telekom
Telmedia S.A., Optimus Inwest S.A., Netia Network S.A., Telekom Building Sp. z
o.o., Netia 1 Sp. z o.o. and Telko Sp. z o.o. (the "ACQUIRED COMPANIES"). All of
the above companies, except for Telekom Building Sp. z o.o. and Optimus Inwest
S.A., conduct telecommunications operations.
The purpose of the internal consolidation is to simplify and make the Netia
Group's capital structure more transparent. The Management Board believes that
this will positively impact the Netia Group's operations and, in particular,
facilitate the implementation of the five year strategic plan (see current
report No. 051/2003 of May 22, 2003).
Consequently, the Company's Management Board and the Acquired Companies'
Management Boards executed on July 21, 2003 an agreement implementing the
following Terms of Merger.
Terms of Merger
1. The merger applies to the publicly listed company Netia Holdings Spo(3)ka
Akcyjna with its registered seat in Warsaw (hereinafter "NETIA") (the acquiring
company) and its single shareholder companies (the acquired companies) with
their seats in Warsaw, operating under the following names:
(i) Netia Telekom S.A.,
(ii) Netia South Sp. z o.o.,
(iii) Netia Telekom Mazowsze S.A.,
(iv) Netia Telekom Warszawa S.A.,
(v) Netia Telekom Modlin S.A.,
(vi) Netia Telekom Lublin S.A.,
(vii) Netia Telekom Ostrowiec S.A.,
(viii) Netia Telekomaewidnik S.A.,
(ix) Netia Telekom Torun S.A.,
(x) Netia Telekom W(3)oc(3)awek S.A.,
(xi) Netia Telekom Kalisz S.A.,
(xii) Netia Telekom Pi(3)a Sp. z o.o.,
(xiii) Netia Telekom Silesia S.A.,
(xiv) Netia Telekom Telmedia S.A.,
(xv) Optimus Inwest S.A.,
(xvi) Netia Network S.A.,
(xvii) Telekom Building Sp. z o.o.,
(xviii) Netia 1 Sp. z o.o.,
(xix) Telko Sp. z o.o.,
hereinafter jointly referred to as the "COMPANIES".
2. The merger shall be carried out pursuant to Article 492, ss.1, subsection 1
of the Commercial Companies Code (hereinafter the "CCC") in relation to Article
515, ss.1 of the CCC through the transfer of the Companies' assets to Netia
without any increase in Netia's share capital, without any share exchanges and
without amending Netia's Statute.
3. As the merger shall not involve an exchange of the Companies' shares into
Netia's shares, the information required under Article 499, ss.1, subsections 2
- - 4 of the CCC has been omitted as unnecessary.
4. The merger shall not result in any of the rights referred to in Article 499
ss.1 subsection 5 of the CCC being granted, nor any special benefits as referred
to in Article 499 ss.1 subsection 6 of the CCC.
5. Pursuant to Article 499ss.2 of the CCC, the following documents are attached
as Schedules to these Terms of Merger:
a) a draft resolution of Netia's general meeting on the merger (Schedule No.
1);
b) draft resolutions of the Companies' General Meetings or Meetings of
Shareholders on the merger (Schedule No. 2);
c) an appraisal of the Acquired Companies' assets as of June 30, 2003
(Schedule No. 3);
d) a representation containing information on Netia's accounting statement
made as of June 30, 2003 (Schedule No. 4);
e) a representation containing information on the Companies' accounting
statements made as of June 30, 2003 (Schedule No. 5)."
The Company's Management Board notes that the information relating to the assets
of Netia and the Acquired Companies, as well as the representations containing
information on Netia's and the Acquired Companies' accounting statements as
referred to above, have been made exclusively for the purposes of the internal
consolidation of the Netia Group, do not constitute the financial statements of
the Company or the Acquired Companies. The financial statement of the Company
shall be published on August 12, 2003 (see current report No. 088/2003 of July
11, 2003).
Below please find the material Schedules to the Terms of Merger concerning
Netia:
a) a draft resolution of Netia's general meeting on the merger;
b) a representation containing information on Netia's accounting statement
made as of June 30, 2003.
a) A draft resolution of Netia's general meeting on the merger:
- ----------------------------------------------------------------
DRAFT RESOLUTION
OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF NETIA HOLDINGS S.A.
ON MERGER
1. The Extraordinary General Shareholders' Meeting of Netia Holdings S.A.
(hereinafter ,,Netia") hereby resolves to merge Netia with its wholly owned
subsidiaries (hereinafter the ,,Companies") as listed below all of which are
entered in the register of entrepreneurs kept by the District Court for the
Capital City of Warsaw, Commercial Court XX Division of the National Court
Register under the following numbers:
(i) Netia Telekom S.A. - KRS 0000042425,
(ii) Netia South Sp. z o.o. - KRS 0000029899,
(iii) Netia Telekom Mazowsze S.A. - KRS 0000074547,
(iv) Netia Telekom Warszawa S.A. - KRS 0000074454,
(v) Netia Telekom Modlin S.A. - KRS 0000123204,
(vi) Netia Telekom Lublin S.A. - KRS 0000050755,
(vii) Netia Telekom Ostrowiec S.A. - KRS 0000087194,
(viii) Netia Telekomaewidnik S.A. - KRS 0000126766,
(ix) Netia Telekom Torun S.A. - KRS 0000075670,
(x) Netia Telekom W(3)oc(3)awek S.A. - KRS 0000074061,
(xi) Netia Telekom Kalisz S.A. - KRS 0000074123,
(xii) Netia Telekom Pi(3)a Sp. z o.o. - KRS 0000060844,
(xiii) Netia Telekom Silesia S.A. - KRS 0000067057,
(xiv) Netia Telekom Telmedia S.A. - KRS 0000074352,
(xv) Optimus Inwest S.A. - KRS 0000077808,
(xvi) Netia Network S.A. - KRS 000058773,
(xvii) Telekom Building Sp. z o.o. - KRS 0000058749,
(xviii) Netia 1 Sp. z o.o. - KRS 0000059369,
(xix) Telko Sp. z o.o. - KRS 0000144124.
2. The merger shall be done in the manner as provided in Article 492, ss.1,
subsection 1) of the Commercial Companies Code through transfer of all the
Companies' assets to Netia (merger by acquisition) without any increase of
Netia's share capital, in accordance with Article 515, ss.1 of the Commercial
Companies Code and without amending Netia's Statute.
3. The Company's Extraordinary General Shareholders' Meeting hereby approves the
Terms of Merger attached herewith.
b) A representation containing information on Netia's accounting statement made
as of June 30, 2003.
ACCOUNTING STATEMENT PREPARED FOR THE PURPOSES OF THE MERGER AS OF JUNE 30,
2003, ACCORDING TO THE ARTICLE 499 PAR. 2 P.4 AND 499 PAR. 3 OF THE COMMERCIAL
COMPANY CODE.
JUNE 30 2003 (PLN DECEMBER 31 2002 (PLN
THOUSAND) THOUSAND)
ASSETS
--------------------- ------------------------
NON-CURRENT ASSETS 86,144 94,176
--------------------- ------------------------
INTANGIBLE ASSETS 293 -
FIXED ASSETS 13,591 13,579
INVESTMENTS 72,260 80,597
Long term financial assets 72,260 80,597
In related parties 72,260 80,597
--------------------- ------------------------
CURRENT ASSETS 1,788,175 2,101,381
--------------------- ------------------------
--------------------- ------------------------
ACCOUNTS RECEIVABLE 9,311 6,979
--------------------- ------------------------
From related parties 7,430 1,028
From other parties 1,881 5,951
--------------------- ------------------------
INVESTMENTS 1,776,158 2,094,280
--------------------- ------------------------
Short term financial assets 1,775,554 2,093,073
--------------------- ------------------------
In related parties 1,654,408 1,782,914
In other parties 44,075 181,684
Cash and cash equivalents 77,071 128,475
--------------------- ------------------------
Other investments 604 1,207
--------------------- ------------------------
2,706 122
SHORT TERM PREPAID EXPENSES
--------------------- ------------------------
--------------------- ------------------------
TOTAL ASSETS 1,874,319 2,195,557
===================== ========================
EQUITY AND LIABILITIES
--------------------- ------------------------
SHAREHOLDERS' EQUITY 1,559,666 1,873,431
--------------------- ------------------------
SHARE CAPITAL 344,163 188,515
SHARE PREMIUM 1,529,363 1,685,096
RESERVE FROM REVALUATION 25 25
OTHER RESERVES - 3,989,882
ACCUMULATED DEFICIT FROM PREVIOUS YEARS - (1,746,371)
(313,885) (2,243,716)
NET LOSS
--------------------- ------------------------
LIABILITIES AND PROVISIONS 314,653 322,126
--------------------- ------------------------
--------------------- ------------------------
PROVISIONS 127,901 79,387
--------------------- ------------------------
Deferred tax provision 127,901 79,387
--------------------- ------------------------
LONG TERM LIABILITIES 4,561 3,847
--------------------- ------------------------
To other parties 4,561 3,847
--------------------- ------------------------
SHORT TERM LIABILITIES 155,941 212,031
--------------------- ------------------------
To related parties 152,325 202,699
To other parties 3,595 9,317
Special purpose funds 21 15
--------------------- ------------------------
SHORT TERM ACCRUALS 26,250 26,861
--------------------- ------------------------
26,250 26,861
Other accrued expenses
--------------------- ------------------------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 1,874,319 2,195,557
===================== ========================
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
INFORMATION REGARDING SALE OF NETIA'S SHARES
- --------------------------------------------
WARSAW, Poland - July 30, 2003 - Netia Holdings S.A. ("Netia") (WSE: NET),
Poland's largest alternative provider of fixed-line telecommunications services,
today announced that following the sale of Netia's shares, the subsidiaries of
J.P. Morgan Chase & Co. jointly held 16,928,299 Netia shares, which represent
4.92% of Netia's outstanding share capital and 4.92% of the total voting power
at Netia's general meeting of shareholders, as of July 29, 2003.
Previously, J.P. Morgan Chase & Co. and its subsidiaries jointly held 25,189,761
Netia shares, representing 7.32% of Netia's outstanding share capital and 7.32%
of the total voting power at Netia's general meeting of shareholders.
The following table presents current ownership of Netia's shares by a subsidiary
of JP Morgan Chase & Co.
- ------------------------------------------- --------------------------- -----------------------------------------------
Percentage of Netia's share capital and
Company percentage of voting power at the general
Number of shares meeting of shareholders
- ------------------------------------------- --------------------------- -----------------------------------------------
J.P. Morgan Securities Ltd. 16,928,299 4.92%
- ------------------------------------------- --------------------------- -----------------------------------------------
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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
+1-212-889-4350
CHANGE OF COMPANY'S NAME TO "NETIA S.A."
- ----------------------------------------
WARSAW, Poland - August 4, 2003 - Netia S.A. ("Netia," formerly Netia Holdings
S.A.) (WSE: NET), Poland's largest alternative provider of fixed-line
telecommunications services, today announced that it received a decision from
the Warsaw District Court, dated August 4, 2003, registering the change of
Netia's name to "Netia S.A."
A resolution with regard to change of Netia's name was adopted at Netia's
General Shareholders' Meeting on June 12, 2003.
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 June 27, 2003 and its Current Report on Form 6-K filed with the
Commission on June 30, 2003. Netia undertakes no obligation to publicly update
or revise any forward-looking statements.
# # #
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: August 8, 2003
NETIA S.A.
By: /S/ WOJCIECH MADALSKI
----------------------------------
Name: Wojciech Madalski
Title: President of the Company
By: /S/ ZBIGNIEW LAPINSKI
----------------------------------
Name: Zbigniew Lapinski
Title: Chief Financial Officer