On 14 November 2013 the Company concluded a conditional investment agreement concerning the transfer of shares in Metelem Holding Company Limited (‘Metelem’) as in-kind contribution for the shares to be issued by Company (the ‘Agreement’) with three shareholders of Metelem, i.e. Argumenol Investment Company Limited seated in Nicosia, Cyprus, Karswell Limited seated in Nicosia, Cyprus and Sensor Overseas Limited seated in Nicosia, Cyprus, whose shares represent approximately 83.77% of shares in Metelem (the ‘Vendors’).
The fourth shareholder of Metelem, the European Bank for Reconstruction and Development (‘EBRD’) holds shares representing approximately 16.23% of shares in Metelem. EBRD (the ‘Vendor’) concluded the conditional investment agreement on 19 December 2013.
Metelem holds indirectly 100% of the share capital of Polkomtel Sp. z o.o., the operator of the mobile network ‘Plus’.
Pursuant to the Agreement, the Vendors will acquire in aggregate 291,193,180 shares in the conditionally increased share capital of the Company at the issue price of PLN 21.12 (not in thousands) (the ‘New Shares’). The New Shares will be acquired for an in-kind contribution in the form of shares in Metelem constituting in aggregate approximately 100% of Metelem’s share capital. In order to enable the acquisition of the New Shares by the current shareholders of Metelem, the Company shall issue subscription warrants to be acquired by them free of charge, which will then be exchanged into New Shares paid for with the in-kind contribution referred to above.
The obligation of the Company to issue shares to the Vendors and the Vendors’ obligation to transfer the title to the shares in Metelem to the Company is subject to the following conditions precedent:
a) adoption by the Shareholders’ Meeting of the Company of the Resolutions,
b) registration of the Conditional Share Capital Increase by the registry court, and
c) refinancing by the Company that will provide for repayment of the entire indebtedness of the Company arising under the Senior Facilities Agreement dated 31 March 2011, as amended and the Senior Secured Notes issued pursuant to the Indenture dated 20 May 2011.
The Agreement does not provide for any contractual penalties. The Company is entitled to terminate the Agreement, if Cyfrowy Polsat determines, in its sole discretion, that it will not be able to achieve the refinancing and repayment of the its financial indebtedness on terms and conditions acceptable to Cyfrowy Polsat.
Disposal of a subsidiary
On 28 March 2013 the conditional agreement for disposal of RS TV S.A (‘RS TV’) was concluded between the Group and EmiTel Sp. z o.o.
The agreement was concluded subject to the following precedent conditions:
a) receiving consents from banks which are parties to the loan agreement (SFA)
b) release of all security (on shares and assets of the company) related to the loan agreement and bond issue
c) court registration of the division of the RS TV.
On 30 August 2013, following fulfillment of precedent conditions, the disposal of RS TV was finalized. The agreed final selling price amounts to PLN 51,873. The gain on the disposal of the company is presented in Other operating income/(cost), net.