No. 72/2006 | 14-11-2006
Purchase of Spolana shares by ANWIL
Polski Koncern Naftowy ORLEN Spolka Akcyjna ("PKN ORLEN"), Central Europe's largest downstream oil company, hereby informs that on November 13th, 2006 PKN ORLEN subsidiary - Zaklady Azotowe ANWIL Spolka Akcyjna (“ANWIL”) purchased 1,500 ordinary series "A" shares and 6,090,941 ordinary series "B" shares of Spolana a.s. (“Purchased Shares”).
ANWIL purchased the Spolana shares under the agreement (“Share Purchase Agreement”) signed on October 27th, 2006 between ANWIL and PKN ORLEN subsidiary – Unipetrol a.s. The purchase was executed by way of registration on November 13th, 2006 of these shares on ANWIL’s securities account as a result of an over the counter transaction settlement in Czech Republic.
The Purchased Shares represent 81.78% of the initial capital of Spolana with a par value CZK 11 600 of each series “A” share (i.e. approximately PLN 1,577.6 based on CZK/PLN average exchanges rates as of November 13th, 2006 stated by National Bank of Poland) and CZK 116 of each series “B” share (i.e. approximately PLN 15.78 based on CZK/PLN average exchanges rates as of November 13th, 2006 stated by National Bank of Poland), and represent 81.78% of votes at the General Meeting of Shareholders of Spolana. The book value of the Purchased Shares in the ANWIL books amounted to 89 381 000 PLN as of November 13th, 2006.
The total price for the Purchased Shares amounts to CZK 640,382,956 (i.e. approximately PLN 87,092,082 based on CZK/PLN average exchanges rates as of November 13th, 2006 stated by National Bank of Poland) and was paid for by ANWIL in the form of cash contribution from own financial sources.
PKN ORLEN owns 63% of votes at the General Meeting of Unipetrol and 84.48% of votes at the General Meeting of ANWIL.
Supervisory Board of Spolana consists of five members, two of them are ANWIL’s employees. ANWIL Supervisory Board consists of five members and four of them are PKN ORLEN’s employees. Management Board of Spolana consists of four members, two of them are ANWIL’s employees. Supervisory Board of Unipetrol consists of ten members, seven of them are PKN ORLEN’s employees.
PKN ORLEN informed about the conditions of the Shares Purchase Agreement in the regulatory announcement no 66/2006 dated October 27th, 2006.
As the Purchased Shares represent more that 20% of the Spolana initial capital, they are significant assets in accordance to the Polish Regulation of the Minister of Finance dated 19 October 2005 on current and periodic information to be published by issuers of securities (Journal of Laws as of 26 October 2005).
See also: Regulatory announcement no 66/2006 dated October 27th, 2006.