SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT, dated as of February 29, 2000, by and between CIBC
World Markets, a corporation with its seat of business in New York City, New
York, for itself and as agent for certain affiliated entities listed on Schedule
A hereto, represented by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to a power of attorney dated
February 17, 2000, (the "Seller"), and
Warburg, ▇▇▇▇▇▇ & Co., a New York general partnership with its seat of business
in New York City, New York, represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as nominee, (the
"Purchaser").
W I T N E S S E T H
-------------------
WHEREAS, the Purchaser wishes to purchase from the Seller the aggregate of
47,773 (Forty-seven Thousand Seven Hundred and Seventy-three) non-listed
Ordinary Shares, nominal value PLN 6.00 per share (the "Shares"), of Netia
Holdings S.A., a company organized under the laws of Poland (the "Company") for
the aggregate purchase price of US$1,051,006 (One Million Fifty-one Thousand and
Six U.S. Dollars)(the "Purchase Price");
WHEREAS, the Seller has deposited the Shares with Centralny Dom Maklerski PEKAO
S.A., a joint-stock company organized under the laws of Poland (the "Brokerage
House") and has resolved to effect the sale thereof to the Purchaser;
NOW, THEREFORE, in consideration of the following premises and the covenants
hereinafter contained, the Parties hereto, intending to be legally bound, hereby
agree as follows:
Section 1
The Share Purchase
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1.1 Subject to the terms and conditions hereof, the Seller hereby sells and the
Purchaser hereby purchases (the "Purchase"), 47,773 (Forty-seven Thousand
Seven Hundred and Seventy-three) Shares.
1.2 The Seller hereby confirms that all Shares are deposited with the Brokerage
House.
1.3 The Purchase shall be effected by (i) the Purchaser's delivery to the
Seller by wire transfer of the Purchase Price and (ii) the execution by the
Seller of a transfer request addressed to the Brokerage House (the
"Transfer Request") in the form attached hereto as Exhibit 1.
Section 2
The Purchase Price
------------------
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2.1 The Purchase Price for the Shares shall be US$1,051,006 (One Million
Fifty-one Thousand and Six U.S. Dollars).
2.2 The Purchase Price shall be transferred to the Seller's account in:
Bank: Bank of New York
ABA#: ▇▇▇-▇▇▇-▇▇▇
For credit to: CIBC-▇▇▇▇▇▇▇▇▇▇▇ Corp.
Account No.: 854-0904-1-4
Reference: Emerging Market Portfolio Group
Section 3
Transfer of Ownership Title
---------------------------
3.1. The transfer to the Purchaser of the ownership title to the Shares shall be
effected promptly upon the execution of this Agreement and receipt of the
Purchase Price by delivery by the Seller to the Brokerage House of (i) the
Transfer Request and (ii) an executed copy of this Agreement, with such
additional documents, powers of attorney, affidavits and other supporting
documents as the Brokerage House may reasonably request.
3.2 The Seller hereby transfers to, and for the benefit of, the Purchaser, any
and all rights that it has in connection with the ownership of the Shares.
Section 4
Termination
-----------
In the event that the Seller does not receive the Purchase Price when due
pursuant to Section 2.3 above, the Seller shall be authorized to terminate the
Agreement by delivering to the Purchaser a termination notice ("Notice") not
later than on the third business day immediately following the date of the
execution of this Agreement.
Section 5
Representations and Warranties of the Seller
--------------------------------------------
5.1. The Seller hereby represents and warrants to the Purchaser that
(i) the Seller is the sole beneficial owner of the Shares;
(ii) the Seller has full power and authority to enter into this Agreement
and to effect the Purchase hereunder;
(iii) the performance by the Seller of its obligations under this
Agreement does not contravene any laws or other obligations binding
on the Seller and, in particular, does not negatively affect the
rights of any third parties.
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5.2. The Seller represents and warrants that the sale of the Securities by the
Seller is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933, as amended (the
"Securities Act")
Section 6
Representations of the Purchaser
--------------------------------
6.1. The Purchaser understands that the Shares are being offered and sold
pursuant to an exemption from registration under the Securities Act.
6.2. The Purchaser is acquiring the Shares solely for investment and not with a
view toward the resale, transfer or distribution thereof, nor with any
present intention of distributing the Shares.
6.3. The Purchaser is familiar with the business and operations of the Company
and has been given the opportunity to obtain from the Company all
information that it has requested regarding its business plans and
prospects.
Section 7
No Shared Expenses
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The Seller shall not be responsible for any costs, expenses, Polish
government stamp duty taxes ("Stamp Duty Taxes") and other costs (including
legal expenses) or any other payments (collectively, "Transaction Costs")
arising as a result of the preparation, execution and performance of this
Agreement. The Purchaser shall pay, and save the Seller harmless from any and
all liabilities (including interest and penalties) with respect to, or resulting
from any delay or failure in paying, Stamp Duty Taxes, if any, which may be
payable or determined to be payable on the execution and delivery of this
Agreement.
Section 8
Notices
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All notices, requests, consents and other communications hereunder to any
Party shall be deemed sufficient if contained in a written instrument delivered
in person or send by registered mail, addressed to such Party at the respective
addresses set forth below:
CIBC World Markets
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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Warburg, ▇▇▇▇▇▇ & Co. as nominee
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
telecopy (▇▇▇) ▇▇▇-▇▇▇▇
Section 9
Changes
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The terms and provisions of this Agreement may not be modified or amended,
and shall not be valid if so modified or amended, except pursuant to a written
instrument executed by the Parties.
Section 10
Further Assurances
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From and after the date of the execution of this Agreement, the Seller
shall execute all certificates, instruments, documents or agreements and shall
take any other action which it is reasonably requested to execute or take to
further effectuate the transactions contemplated hereby.
Section 11
Confidential Information
------------------------
Each Party shall maintain in strict confidence any and all non-public
information that such Party may have received in the course of its performance
under this Agreement.
Section 12
Governing Law
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This Agreement shall be governed by and construed in accordance with the
laws of Poland.
Section 13
Counterparts
------------
This Agreement was executed in two counterparts in the English language,
one for each of the Parties.
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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as
of the day and year first above written.
CIBC WORLD MARKETS AS AGENT
By: _______________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
WARBURG, ▇▇▇▇▇▇ & CO. AS NOMINEE
By: _______________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Partner
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SCHEDULE A
In performing its obligations pursuant to this Agreement, CIBC World Markets
shall act as an agent for the following affiliated entities:
1. ▇▇▇▇▇▇▇▇▇▇▇ & Emerging Markets LP 21,515 Shares
2. ▇▇▇▇▇▇▇▇▇▇▇ Emerging Markets Int. 18,663 Shares
3. Emerging Markets Partners LP 7,595 Shares
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EXHIBIT 1
TRANSFER REQUEST
February 29, 2000
Centralny Dom Maklerski Pekao S.A.
▇▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
Attn.: Zespol Rejestru Emisji
Ladies and Gentlemen:
Reference is made hereby to that certain Share Purchase Agreement by and
between CIBC World Markets as agent for certain of its affiliated entities (the
"Seller") and Warburg, ▇▇▇▇▇▇ & Co. as nominee (the "Purchaser"), dated as of
February 29, 2000 (the "Purchase Agreement"), an executed copy of which is
attached hereto. All capitalized terms used herein but not defined are used as
defined in the Purchase Agreement.
1. CIBC World Markets (the "Seller") hereby confirms that it has directed
you, on its own account and on behalf of certain of its affiliated entities
listed on Schedule A to the Purchase Agreement (the "Affiliates"), to hold in
deposit 47,773 Ordinary Shares, nominal value of PLN 6.00 per share, of Netia
Holdings S.A (the "Shares").
2. The Seller hereby acknowledges that it has received the Purchase Price
from the Purchaser.
3. The Seller hereby irrevocably authorizes and directs you, for itself and
on behalf of the Affiliates, to transfer the ownership title or titles to the
Shares, as of the date of the execution of the Purchase Agreement, to the
account and for the benefit of the Purchaser.
Very truly yours,
CIBC WORLD MARKETS
By: ____________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
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