PKN ORLEN purchases shares of Polkomtel
PKN ORLEN together with three other Polish companies has signed an agreement concerning the purchase of Polkomtel’s shares, which are now owned by TDC Mobile International. After the agreement is executed total share of Polish companies in Polkomtel SA will rise from 61% to 75%. Signing the agreement will support further implementation of the announced withdrawal from investments in Polkomtel’s shares announced PKN ORLEN.
The agreement concerning a purchase of 19,6% shares of Polkomtel from a Danish company TDC Mobile International was signed by four Polish partnerships: KGHM Polska Miedź SA, PKN ORLEN, PSE SA and Weglokoks SA. Also British Vodafone was interested in further investment in Polkomtel’s shares.
Pursuant on the agreement, PKN ORLEN may acquire 980,486 shares in Polkomtel SA, for a purchase price not exceeding EUR 214.04 per share. This amount represents approximately 4.78% of the share capital of Polkomtel SA, but together with the company’s shares owned by other agreement parties, the total share of Polish companies in Polkomtel will exceed a threshold of 75%.
- As we announced before, we are pretty much interested in such way of withdrawal from our investment in Polkomtel, that would be most profitable to the company. In the face of the offer of TDC we had to react effectively. A purchase of shares from TDC is an integral element of our strategy, according to which we plan to withdraw all our shares from Polkomtel SA. Referring to this strategy it is important to secure the business of our investors in Polkomtel in the period preceding the sale of shares - said Vice-President of PKN ORLEN Cezary Smorszczewski.
The agreement concerning the purchase of Polkomtel’s shares from TDC Mobile International S/A has been executed subject to the following condition precedent: the expiry of the injunction prohibiting a transfer of shares in Polkomtel SA covered by the agreement by TDC. This means that the agreement shall terminate in the case there are any obstacles violating the purchase of shares due to the conflict between TDC Mobile International and Vodafone by 10 March 2009.
The parties agreed to vote together in favor of dividends distributed to the shareholders. This concerns as well the retained net profits for years preceding 2005, as 100% net profit of Polkomtel SA generated for years 2005 and 2006 and at least 50% of the net profit generated for any subsequent financial year.
While making their decision about the shares purchase the investors have also accepted the operational schedule in the case of problems with the way the company is managed. According to the agreement, if no common procedures concerning the management in Polkomtel are established within this year, it would mean that the parties agree on floating the purchased shares of Polkomtel.
