No. 26/2012 | 14-02-2012
PGNiG: Creation of security interest over the shares in PGNiG Termika S.A. (formerly: Vattenfall Heat Poland S.A.)
The Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA (“PGNiG”) was notified on February 14th 2012 that PGNiG's subsidiary PGNiG SPV 1 sp. z o.o. (“SPV 1”) created limited property rights in the form of registered pledge over the shares in PGNiG Termika S.A. (formerly: Vattenfall Heat Poland S.A) (“Termika”) as security for repayment of the loan advanced by PGNiG to SPV 1 on August 23rd 2011 to finance the purchase of a 99.8% equity interest in Termika.The acquisition by SPV 1 of the shares in Termika, representing over 99.8% of the company's share capital and conferring the right to over 99.8% of the total vote at its general shareholders meeting, was the subject of Current Report No. 6/2012.The value of the liability secured with the limited property rights is PLN 2,255,000,000 (two billion, two hundred and fifty-five million złoty). The carrying value of the shares in Termika as disclosed in SPV 1 's accounting books is PLN 3,016 700,139 (three billion, sixteen million, seven hundred thousand, one hundred and thirty-nine złoty). The shares are registered shares with a par value of PLN 10.00 (ten złoty) per share and a total par value of PLN 245,915,440.00 (two hundred and forty-five million, nine hundred and fifteen thousand, four hundred and forty złoty). The PGNiG Group treats the acquisition of the shares in Termika as a long-term equity investment.PGNiG has classified the shares in Termika as “significant assets” within the meaning of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (Dz. U. of 2009, No. 33, item 259, as amended), as their value exceeds 10% of PGNiG’s equity.