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MESSAGE _ENGLISH VERSION_
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30 November 202047/2020 Transactions with related parties
The Board of Directors of Play Communications S.A. _the "Company"_
hereby reports the following:
• As provided in current report no. 43/2020 dated 25 November 2020, upon
completion of the tender offer for all the shares of the Company
launched on 21 September 2020 _the "Tender Offer"_, ILIAD S.A., a
société anonyme organized under the laws of France, having its
registered office in France at 16, rue de la Ville-L'Evêque, 75008 Paris
and registered with the Companies Registry of Paris under number 342 376
332 _"Iliad"_ has acquired directly, through its direct subsidiary Iliad
Purple S.A.S., a société par actions simplifiée organized under the laws
of France, having its registered office in France at 16, rue de la
Ville-L'Evêque, 75008 Paris and registered with the Companies Registry
of Paris under number 537 915 050 _"Iliad Purple"_ and through its
indirect subsidiaries Kenbourne Invest II S.à r.l. and Nikelo Holdings
Limited 246,131,028 _say: two hundred forty six million one hundred
thirty one thousand twenty eight_ shares of the Company, representing
approx. 96.66% of the total number of shares of the Company and
corresponding to 246,131,028 _say: two hundred forty six million one
hundred thirty one thousand twenty eight_ voting rights attached to the
shares issued by the Company constituting approx. 96.66% of total number
of voting rights attached to the shares issued by the Company.
• On 22 October 2020, Iliad Purple, as seller, and SEVILIA SP. Z O.O.
_pending name change to CELLNEX POLAND SP. Z O.O._, a limited liability
company _spółka z ograniczoną odpowiedzialnością_, organized under the
laws of Poland, with its registered office in Warsaw, at Plac Marsz.
Józefa Piłsudskiego 1, 00-078 Warsaw, entered in the business register
of the National Court Register under number KRS 0000819558 _"Sevilia"_,
as purchaser, have signed a share and purchase agreement _the "SPA"_
regarding the sale of sixty percent _60%_ of the issued share capital
and voting rights of a special purpose vehicle organized under the laws
of Poland _the "SPV"_ to which P4 sp. z o.o. will transfer its entire
passive infrastructure _the "Sale"_.
During its meeting on 26 November 2020, the Board of Directors of the
Company approved the substitution of ILIAD PURPLE S.A.S. by the Company
as seller under the SPA, and the entering into and performance by the
Company of a letter notifying to SEVILIA SP. Z O.O. its acceptance to
such substitution _the "Letter of Acceptance"_.
The Company's Board of Directors also approved the acquisition of the
shares of the SPV by the Company.
Finally, the Board of Directors approved the entering by P4 and SPV into
the intragroup agreements envisaged in the Letter of Acceptance and the
related documents, in particular a Master Services Agreement for the
provision of certain services by the SPV to P4 and a Works and Studies
Agreement with respect to the certain evolution works or studies
undertaken on the sites.
Related Party Transaction
This report also constitutes a disclosure for purposes of article
7quater of the Law of 5 May 2011 _as amended_ regarding a related party
transaction.
- The nature of the related party relationship: as described in more
detail above, the substitution of Iliad by the Company under the SPA
pursuant to the Acceptance Letter.
- The name of the related party: Iliad as shareholder.
- The date of the transaction: the Acceptance Letter was approved and
executed on 26 November 2020.
- The value of the transaction: Pursuant to the Acceptance Letter, no
consideration is pay from the Company to Iliad _or from Iliad to the
Company_ in connection with the Acceptance Letter. The consideration to
be paid under the SPA to the Company as seller will amount to approx.
EUR 800 million. The Company's Board of Directors considered that the
transaction contemplated by the SPA is in the corporate interest of the
Company.
Legal basis:
Article 17 MAR
Article 7quater of the Law of 5 May 2011 _as amended_
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