No. 6/2012 | 11-01-2012
PGNiG: Acquisition of 99.8% of shares in Vattenfall Heat Poland SA
The Management Board of Polskie Górnictwo Naftowe i Gazownictwo SA (“PGNiG”, “the Company”) hereby reports that, on January 11th 2012, PGNiG SPV 1 Sp. z o.o. (“SPV 1”), wholly-owned by PGNiG, executed a final share purchase agreement with Vattenfall AB (“the Agreement”), concerning the purchase on January 11th 2012 of 24,591,544 (twenty-four million, five hundred and ninety-one thousand, five hundred and forty-four) shares in the share capital of Vattenfall Heat Poland SA (“VHP”) of Warsaw (“the Shares”), which represent 99.8% of VHP's share capital, and confer the right to 99.8% of the total vote at its General Shareholders Meeting. The Agreement was concluded in performance of the preliminary agreement of August 23rd 2011 (“the Preliminary Agreement”), which was reported by the Company in Current Report No. 122/2011 of August 23rd 2011.The purchase price of the Shares as at the date of the Agreement was PLN 3,016.7m.The acquisition of the Shares will be financed by SPV 1 with its equity and a tranche of a loan obtained from PGNiG SA, which the Company reported in Current Report No. 121/2011 of August 23rd 2011.Before the Agreement was signed, the condition precedent defined in the Preliminary Agreement had been satisfied, namely PGNiG had obtained a decision from the Polish Office of Competition and Consumer Protection (UOKiK) approving the business concentration, as reported by the Company in Current Report No. 169/2011 of December 7th 2011.The PGNiG Group treats the acquisition of the Shares in VHP as a long-term investment.The parties to the Agreement are not related parties.The core business of VHP is co-generation of heat and electricity. The company operates in Warsaw (Siekierki and Żerań CHP Plants, Kawęczyn and Wola Heat Generating Plants), as well as in Pruszków, where it also owns the distribution network. The installed thermal power of the generating units is approximately 4.8 GWt, while the electric power is approximately 1 GWe. VHP satisfies around 75% of total heat demand on the Warsaw market, with SPEC SA being its main customer.PGNiG has classified the Shares 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.See also: Current Report No. 121/2011, 122/2011 of August 23rd 2011, 163/2011 of November 29th 2011 and 169/2011 of December 7th 2011.