1 Company Internal Prilog 34 – Engleska verzija Plana podele DRAFT OF THE DIVISION PLAN OF THE COMPANY TELENOR LTD BELGRADE Pursuant to the Articles 489, 490 and 492 of the Company Law, in the process of Status Change, the directors of the Company Telenor Ltd Belgrade, with registered seat in 90 Omladinskih brigada Street, registration no: 20147229, tax ID no: 104318304, Marian Mike Michel and Marek Slačik render the following: DECISION ON ADOPTION OF DRAFT DIVISION PLAN OF THE COMPANY TELENOR LTD BELGRADE In Belgrade, On 9 th April 2020
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Company Internal
Prilog 34 – Engleska verzija Plana podele
DRAFT OF THE DIVISION PLAN
OF THE COMPANY TELENOR LTD BELGRADE
Pursuant to the Articles 489, 490 and 492 of the Company Law, in the process of Status
Change, the directors of the Company Telenor Ltd Belgrade, with registered seat in 90
Omladinskih brigada Street, registration no: 20147229, tax ID no: 104318304, Marian Mike
Michel and Marek Slačik render the following:
DECISION ON ADOPTION OF
DRAFT DIVISION PLAN
OF THE COMPANY TELENOR LTD BELGRADE
In Belgrade,
On 9th April 2020
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Contents of the Division Plan
List of Appendices .................................................................................................................................. 3
Appendix 1 – Proposal of the Memorandum of Association of the Acquirer
Appendix 2A – Proposal of the Decision on amendments of the Memorandum of Association of the
Transferor
Appendix 3A – Division Balance Sheet
Appendix 3B - Asset Register
Appendix 4 – Specification of the Antenna Poles on which ownership rights are transferred from the
Transferor to the Acquirer
Appendix 5 – Specification of the Dark Fibres on which ownership rights are transferred from the
Transferor to the Acquirer
Appendix 6 – Specification of the Agreements that are the legal base for usage of the land/space on
objects on which antenna poles and/or antenna carriers are located
Appendix 6A – The Agreements that represent the agreements connected with the agreements from
the Appendix 6
Appendix 6B – The Agreements that represent legal basis for use of locations on which pico repeaters
are located
Appendix 6C – The Agreements on Lease of locations on which the Transferor still has not installed its
equipment
Appendix 7 – Specification of the locations that are being used based on the Lease Agreement
concluded with Public Company Posta Srbije
Appendix 8 – Specification of the individual agreements on provision of technical services concluded
with Public Company Emisiona tehnika i veze
Appendix 9 – Specification of the locations used based on the Agreement on business cooperation
with the Ministry of Interior Affairs
Appendix 10 – Specification of the locations that are being used based on the agreement concluded
with Mobile communications ,,Serbia” BK-PTT ltd. Belgrade
Appendix 11 – Specification of the agreements for lease of individual locations concluded with W-Line
ltd
Appendix 12 – Specification of individual agreements concluded in line with the frame agreements on
provision of the colocation services based on which the Transferor is using the infrastructure of
Telekom ad Belgrade
Appendix 13 – Specification of individual agreements concluded in line with the frame agreements on
provision of the colocation services based on which Telekom ad Belgrade is using the infrastructure of
the Transferor
Appendix 14 – Specification of individual agreements concluded in line with the frame agreement on
provision of the colocation services based on which VIP Mobile ltd Belgrade is using the infrastructure
of the Transferor
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Appendix 15 – Specification of individual agreements concluded in line with the frame agreements on
provision of the colocation services based on which the Transferor is using the infrastructure of VIP
Mobile ltd Belgrade
Appendix 16 – Specification of the agreements on indefeasible usage rights of the dark fibres based
on which the Transferor gained indefeasible usage rights of the dark fibres
Appendix 16A – Overview of the defined routs on which the Transferor has acquired the indefeasible
right of use of dark fibres which are transferred to the Acquirer based on this Division Plan
Appendix 17 – Specification of the agreements on indefeasible usage rights of the dark fibres based
on which the Transferor enabled indefeasible usage rights of the dark fibres
Appendix 18 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is providing Telehousing services
Appendix 19 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is using Telehousing services
Appendix 20 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is providing IP transit services
Appendix 21 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is using IP transit services
Appendix 22 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is providing services of capacity lease
Appendix 23 – Specification of the frame agreements on providing electronic communication services
based on which the Transferor is using the services of capacity lease
Appendix 24 – Specification of the licence agreements
Appendix 25A – Specification of the hardware agreements
Appendix 25B – Specification of Security Agreements
Appendix 25C – Specification of other contracts with suppliers
Appendix 26 – Specification of interconnection Agreements
Appendix 27 – Specification of Data Protection Agreements
Appendix 28 – Specification of radio-frequency licences (MW Licences)
Appendix 29 – Specification of receivables transferred to the Acquirer
Appendix 30 – Specification of obligations transferred to the Acquirer
Appendix 31 – Specification of licences acquired by the Transferor
Appendix 32 – Specification of the employees that will continue its employment with the Acquirer
after the implementation of the Status Change
Appendix 33 - Specification of Disputes and Procedures conducted with respect to the Business and
Assets subject to transfer from the Transferor to the Acquirer based of the Division Plan
Appendix 34 - English version of the Division Plan
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Definitions All the words in capital in this Division Plan shall have the meaning assigned to them in this
chapter - Definitions.
Number
Term
Meaning
1. Division Plan This Draft of the Division Plan
2. Transferor Company Telenor Ltd Belgrade, with registered seat in 90 Omladinskih brigada Street, Belgrade, Republic of Serbia, registration no: 20147229, tax ID no: 104318304, represented by the directors Marian Mike Michel and Marek Slačik
3. Acquirer A company which will be formed by status change separation by incorporation of new company Cetin Ltd Belgrade with registered seat in 90 Omladinskih brigada Street , Belgrade, Republic of Serbia
4. Founder PPF TMT BIDCO1 B.V. with registered seat in Netherlands, 933 Strawinskylaan Street, Amsterdam, registration no: 70498288
5. Business
Business activity of providing services of infrastructure lease which is being used for performing of business activity of electronic communication services and all associated services as well as construction, building and maintenance of the respective infrastructure
6. RATEL Regulatory Agency for Electronic Communications and Postal Services of the Republic of Serbia, with registered seat in 2 Palmotićeva Street, Belgrade, Republic of Serbia
7. Status Change Status change of demerger with incorporation which is being carried out based on this Division Plan within the meaning of Article 489, paragraph 1, item 1) of the Law of Companies.
8. Law on Companies Law on Companies (Official Gazette of RS no. 36/2011, 99/2011, 83/2014 – other law, 5/2015, 44/2018, 95/2018 and 91/2019)
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9. Labour Law Labour Law (Official Gazette of RS no. 24/2005, 61/2005, 54/2009, 32/2013, 75/2014, 13/2017 – decision of CC, 113/2017 and 95/2018 – authentic interpretation)
10. EC Law Law on Electronic Communications (Official Gazette of RS no. 44/2010, 60/2013 – decision of CC, 62/2014 i 95/2018 – other law)
11. Value Added Tax Law Value Added Tax Law (Official Gazette of RS no. 84/2004, 86/2004 -corrected, 61/2005, 61/2007, 93/2012, 108/2013, 6/2014 - adjusted dinar amount, 68/2014 – other law, 142/2014, 5/2015 -adjusted dinar amount, 83/2015, 5/2016 - adjusted dinar amount, 108/2016, 7/2017 -adjusted dinar amount, 113/2017, 13/2018 -adjusted dinar amount, 30/2018, 4/2019 -adjusted dinar amount, 72/2019 and 8/2020 - adjusted dinar amount)
12. Third party Means any legal or natural person other than the Transferor and the Acquirer and their affiliated persons
13. Division Balance Sheet Division balance sheet of the Transferor prepared in accordance with Article 491 paragraph 3 item 2 of the Law on Companies with the balance on the date 31 December 2019, enclosed hereto as the Appendix 3 of this Division Plan which integral part is the inventory of assets as of December 31st 2019
14. Asset register List of property of the Transferor which is made on 31st of December 2019 which forms an integral part of this Division Plan and which is provided as Appendix 3b of this Division Plan
15. Pledge Pledge over 100% of shares in theTransferor registered in favour of Komerčni banka AS from the Czech Republic based on the Agreement on Credit Lines dated 21st March 2018, with associated amendments, registered with the Decision of the Registry of Pledges over movable assets and rights ZL no. 13378/2018 from 29th of October 2018, and the Decision from the same Registry ZL no. 13378-1/2018 from 26th of March 2019
16. Qualified Creditors Legal or physical persons who on the Date of Publication have claims against the Transferor in the
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amount that exceeds RSD 2,000,000 in counter value of any currency by middle exchange rate of the National Bank of Serbia on the Date of Publication
17. Date of Publication The date when the Draft Division Plan was published on the web site of BRA in accordance with Article 495 paragraph 1 of the Law on Companies
18. Decision Date The day of the Founder's decision approving this Division Plan [•]2020
19. Registration Date Registration Date of Status Change in BRA and date of incorporation of Acquirer
20. BRA Business Registers Agency of the Republic of Serbia, with registered seat in 25 Brankova Street, Belgrade, Republic of Serbia
21. Reckoning Date January 1st, 2020 as the day from which all transactions of the Transferor related to the asset which is the subject of transfer under the Status Change shall be considered as the transactions of the Acquirer
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Preamble
Having in mind that:
I. The Founding Act of the Transferor, registers as the predominant activity of the
Transferor provision of wireless telecommunications services;
II. The Transferor is registered with the RATEL for providing the following electronic
communications services:
Public voice service
Messaging (SMS, MMS)
Value added services (SMS/MMS, voice...)
Transfer of data (including M2M services)
Lease of electronic communication network resources
Lease of infrastructure used for performing of electronic communication
activity (“Business”)
Internet access internet services;
III. The Transferor intends to transfer the Business, along with all pertaining assets,
obligations and liabilities associated with and necessary for conducting the
Business by the Acquirer to the Acquirer, through the Status Change, pursuant to,
in accordance with and under the terms of this Division Plan and Article 489
paragraph 1 item 1 of the Law on Companies.
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1. Business names and registered seats of the companies which participate in the Status
Change
1.1. Participants to the Status Change shall be Transferor and the Acquirer, in a way that the
Acquirer shall be formed by separation with incorporation of new company from the
Transferor, whereas it shall be deemed that the Business, as well as related assets and
liabilities in accordance with this Division Plan, is transferred to the Acquirer with all the
legal consequences from the Article 505 Law on Companies on the Registration Date.
1.2. Business name of the Transferor is Telenor Ltd Belgrade, with registered seat in 90
Omladinskih brigada Street, Belgrade, Republic of Serbia, registration no: 20147229.
1.3. After Status Change, business name of the Acquirer will be Cetin Ltd Belgrade, with
registered seat in 90 Omladinskih brigada Street, Belgrade, Republic of Serbia.
1.4. The remaining data about the Acquirer which will be subject of registration are contained
in the Proposal of the Memorandum of Association of the Acquirer, given as the Appendix
1 to this Division Plan.
2. Purpose and conditions for implementation of the Status Change
2.1. Purpose of implementation of the Status Change is transfer of the assets of the
Transferor to the Acquirer that is necessary for performance of the Business, so that
after the Status Change the Acquirer continues to provide services by using the assets
acquired by this Status Change and/or assets which are related to the Business. As
regards that, the Transferor transfers to the Acquirer, including but not limited to,
the following rights:
2.1.1. Ownership of the Technical building, all antenna pols and all dark fibres;
2.1.2. All rights and obligations from the agreements which are legal ground for
usage of locations on which antenna pols, pico repaters and other equipment are
installed or are to be installed, which includes rights and obligations from all
ancillary agreements hereto;
2.1.3. All rights and obligations from the agreements on indefeasible right of use of
dark fibres;
2.1.4. All rights and obligations from the agreements on provision and usage of
electronic communication services described in Article 8.11.1.4 of this Division
Plan;
2.1.5. all licenses and permits that are related to usage of radio-frequencies, as well
as licenses and permits regarding construction and/or set-up of immovable
property, immovable property by purpose and other assets that are being
transferred to the Acquirer based on this Division plan;
2.1.6. All employees that are allocated for providing services which are related to
Business and/or usage and/or maintenance of the assets that are being
transferred to the Acquirer based on this Division plan;
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2.1.7. All rights and obligations, debts, reservations and other financial effects and
capacities that are related to the Business and assets, rights and obligations
which are being transferred to the Acquirer based on his Division Plan.
2.2. Detailed specification and principles of the division are provided in the clause 8 of this
Division plan, whereas it shall be deemed that all that assets, rights and obligations,
financial effects and capacities which are necessary for the Business or the usage or
maintenance of the assets that are listed in the clause 8, are transferred to the
Acquirer based on this Division plan.
2.3. By implementing a Status Change the Transferor implements restructuring and
reorganization of the existing Transferor’s business activity, which will be
implemented by separating the infrastructure, i.e. the electronic communications
network, related equipment and related agreements, obligations and liabilities, and
transferring it to the Acquirer.
2.4. As a result of the Status Change, the Acquirer will conduct the Business.
2.5. Implementation of the Status Change ensures the optimality and efficiency of the
business model, rationality of management, achievement of greater competitiveness
while increasing the quality of both the network and the accompanying electronic
communications services in the retail market and their better diversity, with the
development of new services that are faster and successfully adapted to the dynamic
technological development.
3. Fulfilment of the requirements for implementation of the Status Change
3.1. On the Registration Date all requirements for implementation of Status Change of
separation with incorporation were fulfilled, namely:
3.1.1. Draft of this Division Plan was published on the web page of BRA and of the
Transferor continuously at least 60 days prior Decision Date;
3.1.2. Marian Mike Michel and Marek Slačik, the directors of the Transferor, adopted
and solemnized this Division Plan at the notary public;
3.1.3. The Founder, in capacity of the assembly of the Transferor, has enacted the
Decision by which the Division Plan which was solemnized by Marian Mike
Michela and Marek Slačik, the directors of the Transferor, is approved;
3.1.4. The Founder, in the capacity of assembly of the Transferor, on Decision Date,
has rendered the decision by which the change to the Memorandum of
Association of the Transferor is adopted;
3.1.5. The Founder, in the function of the Assembly of the Transferor on Decision
Date, made the Decision on decrease of the basic capital of the Transferor;
3.1.6. The Founder, in the capacity of assembly of the Acquirer, on Decision Date, has
adopted and certified the Memorandum of Association of the Acquirer;
3.1.7. The Founder agrees that no financial reports for the needs of implementation
of Status Change in accordance with the Article 490 paragraph 3 of the Law on
Companies will be prepared;
3.1.8. The Founder agrees that no auditors’ report on audit of the Status Change in
accordance with Article 490 paragraph 4 of the Law on Companies is to be made;
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3.1.9. Marian Mike Michel and Marek Slačik, the directors of the Transferor, have
made a written report containing the opinion on Status Change in accordance
with Articles 490 and 494 of the Law on Companies;
4. Providing of publicity
4.1. Draft of the Division Plan has been published on the web page of the Transferor
www.telenor.rs, and on the web page of BRA on the Date of Publication.
4.2. Publication from the Article 4.1. has been made at least 60 days prior to the Decision
Date on which the Division Plan has been approved, in accordance with the Article
495 of the Law on Companies.
4.3. The Founder, as the only member of the Transferor and the Acquirer, has been duly
informed, in line with the Article 495 Paragraph 3 of the Law on Companies, about
the time and place where it can inspect the documentation and acts on Status
Change, under the terms of the Article 496 of the Law on Companies.
5. Information to the Qualified Creditors
5.1. All Qualified Creditors of the Transferor were personally informed about the Status
Change at least 30 days before the session of the assembly of the Transferor on which
the Decision on Status Change was adopted and Division Plan was approved.
6. Data on replacement of shares
6.1. Considering that the Founder is owner of 100% of shares of the Transferor, and that
it will become owner of 100% of shares in the Acquirer after the Status Change, there
will be no change of ownership structure of the Acquirer and the Transferor, thus
there will be no share replacement.
7. Share capital
7.1. Total share capital of the Transferor before implementation of the Status Change
amounts to RSD 14,357,600,000.39. Share Capital structure of the Transferor prior to
the implementation of the Status Change in accordance with this Division Plan is
provided in the Table 1 below:
Table 1
Registered cash capital RSD 832,340,000.00
Paid-in cash capital RSD 4,340,000.00 paid-in on 4th of April 2006 RSD 828,000,000.00 paid-in on 26th of September 2006