Pursuant to article 5(1.1) of the Decree of the Minister of Finance of 19 October 2005 on current and periodic information disclosed by issuers of securities (Journal of Laws of 2005, No. 209, item 1744) the Management Board of Telekomunikacja Polska S.A. (“TP S.A.” or “the Company”) hereby informs about the sale of assets of significant value by TP S.A.
On 31 January 2009, TP S.A. and its wholly owned subsidiary TP Invest sp. z o.o. (“TPI”), both being members of the same tax capital group, concluded an agreement on an asset sale-and-lease-back transaction and its financing. The agreement is part of initiatives aimed at the general and administrative cost optimisation within Telekomunikacja Polska Group (“TP Group”).
Pursuant to the agreement, TP S.A. sold TPI a portion of its infrastructure for PLN 4,958 million plus VAT. The agreement further provides that the Company will lease the subject of the agreement back from TPI for ten years under a financial lease scheme. TP has an option to purchase the infrastructure for PLN 1 per asset upon the expiration of the lease period. Net lease payments will total PLN 7,212 million during the ten-year period.
The aforementioned infrastructure will be used by TP S.A. to provide telecommunications services in line with its purpose and the manner it was used before the conclusion of the transaction.
The book value of the concerned assets in TP S.A.’s accounting records was PLN 5,501 million as on 31 January 2009.
In order to pay the purchase price of the assets, TPI will issue bonds that will be acquired exclusively by TP S.A. The aggregate value of the bonds is PLN 5,964 million par and their issue price totals PLN 4,957 million. The maturity dates of the bonds were set at subsequent periods between 1 month and 10 years.
TP S.A. holds a 100% stake in TPI, which corresponds to 100% of the total voting power at the Shareholders’ Meeting of TPI.
The aforementioned assets are assets of significant value, because their value exceeds 10% of TP S.A.’s equity.
As a result of the transaction, on 31 January 2009 TP S.A. will post financial assets of PLN 3,879 million and financial liabilities of PLN 3,909 million, as well as a PLN 29 million increase in investment in TPI’s shares.
After preliminary analyses of the transaction, it will not change the valuation or presentation of TP S.A.’s property, plant and equipment. The initial recognition will have no impact on the Company’s profit and loss statement.