No. 57/2007 | 28-09-2007
PKN ORLEN has signed an agreement with Siarkopol Gdansk S.A. on the sale of shares in Petromor Sp. z o.o.
Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that, on 28 September 2007, it signed an agreement (“Agreement”) with Siarkopol Gdansk S.A. (“Siarkopol Gdansk”), headquartered in Gdansk, Poland, regarding the sale of shares in Petromor Sp.z.o.o., (“Petromor”) also headquartered in Gdansk, Poland.
As a result of the Agreement, PKN ORLEN will sell to Siarkopol Gdansk 26 475 shares in Petromor (“Shares”), representing approximately 51.31% of the registered capital and approximately 51.31% of the total number of votes at the General Meeting of Shareholders of Petromor, with a par value of PLN 50 per share and a total nominal value of PLN 1 323 750, for a total price of PLN 970 000.
Payment for the Shares will be transferred within 4 days from the day of signing the Agreement.
The Petromor Shares will be transferred to Siarkopol Gdansk on the date of payment. The registered capital of Petromor amounts to PLN 2 580 000 and is divided into 51 600 equal and indivisible shares with a par value of PLN 50 per share. The book value of the Shares in the PKN ORLEN books amounted to PLN 970 000 as of the day of signing the Agreement. After the settlement of the transaction PKN ORLEN will have no shares in the registered capital of Petromor.
The business activities of Petromor include a wide range of activities corresponding with the business interests of its pre-sale shareholders, i.e. the production of refining products, chemical products trading, storage and trans-shipment of goods in sea-ports. Since the end of 2005, Petromor has suspended its operating activities.
The business activities of Siarkopol Gdansk include storage, processing, trans-shipment and goods forwarding,and trading of fuel, metallic ores and industrial chemicals. Siarkopol Gdansk is a shareholder of Petromor and as a result of signing the Agreement it will hold 100% of the shares in Petromor.
Except in respect to the execution of the Agreement referred to above, and apart from normal business relations, no other relationship exists between PKN ORLEN, PKN ORLEN’s managing or supervisory persons, and Siarkopol Gdansk.
As the Shares represent approximately 51.31% of the Petromor registered capital, they are significant assets in accordance with par. 2 section 1 point 52 and section 5 of the Polish Regulation of the Minister of Finance dated 19 October 2005, on current and periodic information to be published by issuers of securities.