Current reports

Polish Financial Supervision Authority

Pl. Powstańców Warszawy 1
00-950 Warszawa

The Management Board of TELL S.A., acting pursuant to art. 56 clause 1 item 1 of the Act of 29 July 2005 on public trading and on conditions of introduction of financial instruments into organised trading systems and on public companies (consolidated text in Journal of Laws of 2013 item 1382), hereby publicly discloses the confidential information the publication of which was delayed in accordance with the provision of art. 57 of the above-mentioned Act.
The issuer wishes to advise whom it may concern that on 20 March 2015, it informed the Polish Financial Supervision Authority about the delay until 30 June 2015 of the discharge of obligation mentioned in art. 56 clause 1 of the above-mentioned Act concerning the confidential information that on 20 March 2015 the issuer’s subsidiary – Euro-Phone sp. z o.o. made an offer concerning the agreement of assignment of rights and future obligations under the representative contracts and cooperation contracts on the basis of which the entity which received the offer had constructed a network of mobile phone service sales and mobile phone and accessories distribution under the distribution agreement entered into with a telecommunications operator. The information disclosure delay was related with the submission of the above-mentioned offer conditional on the consent for the agreement by the telecommunications operator. The consent was granted on 24 April 2015 and, consequently, the reasons for the delay were eliminated and the issuer may present the confidential information below.
On 20 March 2015, the issuer’s subsidiary Euro-Phone sp. z o.o. made an offer addressed to Transactor sp. z o.o. with registered office in Warsaw concerning the execution in accordance with the model attached to the offer of an agreement on the transfer of rights and future obligations under representative contracts and cooperation contracts executed by Transactor sp. z o.o., on the basis of which Transactor sp. z o.o. constructed a mobile phone service sale network and mobile phone and accessories distribution network under the distribution agreement entered into with the telecommunications operator T-Mobile Polska S.A. The offer made was conditional on the consent for its execution to be expressed by the operator, the positive result of the audit of the subject matter of the agreement by Euro-Phone sp. z o.o. and of the financial audit of Transactor sp. z o.o., the transfer of reports confirming the acceptance by the parties to the representative contracts and cooperation contracts of the devices and accessories owned by T-Mobile Polska S.A. and the grant of consent for the transfer of rights and obligations by the General Meeting of Shareholders of Transactor sp. z o.o.
Both the offerer and the addressee undertook to enter into the agreement in the phrasing as defined in the attachment to the offer by 30 June 2015, if all the conditions set forth in the offer have been met. In case of a failure to discharge the obligation to enter into the agreement, the defaulting party shall be obliged to pay a contractual penalty of PLN 100,000.

Pursuant to the model agreement attached to the offer, the transfer of rights and future obligations will concern representative contracts comprising the total of 23 locations and 7 authorised business advisers acting under cooperation contracts. The remuneration for the transfer of rights and obligations was agreed to be PLN 2,000,000 plus VAT. The transfer of rights and future obligations under the representative contracts and cooperation contracts will take place on 30 June 2015. The payment of remuneration will also take place on 30 June 2015.

Legal basis: Art. 56 clause 1 item 1 of the Offering Act – Confidential Information

Signed: Rafał Stempniewicz – President of the Management Board