Pursuant to article 56(1.1) of the Law of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organised trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539, as amended), the Management Board of Telekomunikacja Polska S.A. (“TP S.A.”) hereby informs that on 17 July 2009 TPSA Eurofinance France S.A. issued debt notes of the total nominal value of €200,000,000 (“the Debt Notes”) in the Euro Medium Term Note (EMTN) Programme (“the Programme”), that was launched on 6 May 2009. Following the issue of debt notes totalling €500,000,000 on 22 May 2009, the total amount of the outstanding debt notes in the Programme has now reached €700,000,000. The detailed terms of the Debt Notes were determined in the Subscription Agreement and the Appendix 1 thereto, Final Terms. The Debt Notes will bear an interest of 6.00% of the nominal value per annum, their issue price is equal to 105.120% of the nominal value, and their redemption date is 22 May 2014. The Debt Notes are subject to an unconditional and irrevocable guarantee granted by TP S.A. on 6 May 2009 for the Debt Notes to be issued by TPSA Eurofinance France S.A. in the Programme.
Under the Dealer Agreement of 6 May 2009, the Debt Note issue arrangers and initial subscribers are Societe Generale Corporates & Investment Banking and Barclays Capital.
The Debt Notes issued by TPSA Eurofinance France S.A. will be incorporated into the previous issues of the Debt Notes which have been introduced into trading on the Luxembourg Stock Exchange.
In connection with the issue of the Debt Notes by TPSA Eurofinance France S.A. on 17 July 2009 TP S.A. issued 200 unsecured registered A2 series bonds totalling €200,000,000 par (“the Bonds”).
The Bonds were offered by private placement exclusively to TPSA Eurofinance France S.A., which purchased all the Bonds issued using the funds raised from the issue of the Debt Notes in the international capital market. The interest on the Bonds is 6.00% of their nominal value per annum. The redemption date of the Bonds is 22 May 2014. TP S.A. will not seek the introduction of the Bonds into public trading.
TPSA Eurofinance France S.A. is a company duly established under the law of France. Its share capital amounts to €226,750.59 and is divided into 49,401 shares of nominal value of €4.59 each, corresponding to the same number of votes at the Shareholders’ Meeting.
TPSA Finance B.V. holds a 49.995% interest in the share capital of TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Eurofinance B.V., a wholly owned subsidiary of TPSA Finance B.V., holds a further 49.995% interest in the share capital of TPSA Eurofinance France S.A., which corresponds to 49.995% of the total voting power. TPSA Finance B.V. and TPSA Eurofinance B.V. hold an aggregate stake of 99.99% in TPSA Eurofinance France S.A., controlling 99.99% of the total number of votes at the Shareholders’ Meeting thereof. TPSA Eurofinance B.V. and TPSA Finance B.V. are subsidiaries of TP S.A.