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73/2011 TP Group finalized sale of TP Emitel - Orange Polska

Pursuant to art. 5, clause 1, item 1 of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259, with amendments) the Management Board of Telekomunikacja Polska S.A. (“TP S.A.”, “Company”) informs about disposal of assets of significant value by TP S.A.’s subsidiary.


TP Group finalized the sale of TP Emitel for PLN 1,725 mn

22 June 2011; TP’s subsidiary – Bilbo sp. z o.o. signed the promised sale agreement with EM Bidco sp. z o.o. (former Kapiri Investments sp. z o.o.), controlled by funds managed by Montagu Private Equity , based on which TP Group sold all shares of TP Emitel sp. z o.o. (at nominal value of PLN 500 each). The shares constitute 100% of TP Emitel’s share capital, entitling to 100% voting power on the General Meeting of Shareholders.

Total purchase price amounted to PLN 1,725 mn (criterion for recognizing assets as of significant value). The price may be subject to slight corrections after transaction closing. The buyer has transferred it to the bank account of the seller, which led to transfer of the shares’ ownership to the buyer.

TP Emitel’s results were fully consolidated in TP Group. The purchase price exceeded the PLN 0.5bn recognised as TP Emitel’s net assets on TP Group’s consolidated balance sheet (as of March 31, 2011). The estimated surplus in the amount of approximately PLN 1.2bn will positively impact TP Group’s EBITDA and profit before tax in 2011. The transaction will not impact TP Group’s cash flow target, as proceeds from sale of subsidiaries are not included in the net free cash flow measure.

As of March 31, 2011, these shares were classified as long term investment in the stand-alone accounts of TP S.A., with a book value of PLN 0.4bn. There are no connections between the buyer and persons managing or supervising TP S.A. Sale of TP Emitel is an element of TP Group’s strategy assuming disposal of non-core assets.


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