No. 34/2008 | 19-05-2008
AB Mazeikiu Nafta has acquired shares in UAB Mazeikiu Nafta Paslaugos Tau
Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 19 May 2008, UAB Mazeikiu Nafta Paslaugos Tau, a private limited liability company headquartered in Juodeikiai, LT-89467 Mazeikiai district, Republic of Lithuania, was registered with the Register of Legal Entities.
PKN ORLEN subsidiary, AB Mazeikiu Nafta (“Mazeikiu Nafta”) on 10 May 2008 signed the Act of Establishment of UAB Mazeikiu Nafta Paslaugos Tau. Mazeikiu Nafta has acquired 500,000 shares with a par value of 1 LTL each (i.e. approximately PLN 0.98 based on the average PLN/LTL exchange rate as of 19 May 2008, as stated by the National Bank of Poland) in UAB Mazeikiu Nafta Paslaugos Tau (“Acquired Shares“), which represent 100% of the authorized capital of UAB Mazeikiu Nafta Paslaugos Tau. The Acquired Shares grant Mazeikiu Nafta 100% of the votes at the General Meeting of Shareholders of UAB Mazeikiu Nafta Paslaugos Tau.
The book value of the Acquired Shares amounts to LTL 500,000 (i.e. approximately PLN 490,000 based on the average PLN/LTL exchange rate as of 19 May 2008, as stated by the National Bank of Poland) as of 19 May 2008 in the Mazeikiu Nafta books.
The initial contribution amounting to LTL 125,000 (i.e. approximately PLN 122,500 based on the average PLN/LTL exchange rate as of 19 May 2008, as stated by the National Bank of Poland) for the Acquired Shares has been paid by AB Mazeikiu Nafta in the form of a cash contribution. AB Mazeikiu Nafta shall pay the rest part of the issue price, i.e. LTL 375,000 (i.e. approximately PLN 367,500 based on the average PLN/LTL exchange rate as of 19 May 2008, as stated by the National Bank of Poland), by a cash contribution to be made within 12 months from the date of signing of the Act of Establishment. AB Mazeikiu Nafta’s investment in UAB Mazeikiu Nafta Paslaugos Tau is of long-term nature.
The primary purpose of UAB Mazeikiu Nafta Paslaugos Tau shall be among others: developing of its business activity in the fields of catering, housekeeping and landscaping.
The Board of UAB Mazeikiu Nafta Paslaugos Tau consists of 4 members all of them being the employees of AB Mazeikiu Nafta. The Board of AB Mazeikiu Nafta consists of 7 persons: 6 of them are PKN ORLEN employees. The Supervisory Council of AB Mazeikiu Nafta consists of 9 persons: 5 of them are PKN ORLEN employees.
As of 31 March 2008, PKN ORLEN owned ca. 90% of the votes at the General Meeting of Shareholders of AB Mazeikiu Nafta.
As the Acquired Shares represent 100% of the UAB Mazeikiu Nafta Paslaugos Tau initial 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.