PKN ORLEN S.A. (“Company”, “Issuer”) discloses the following inside information, publication of which was delayed on 12 December 2017:
“PKN ORLEN S.A. (“Company”, “Issuer”) hereby informs that on 12 December 2017 the Company’s Management Board and the Supervisory Board gave consent on announcement and execution of a voluntary tender offer (“Offer”) to acquire shares of Unipetrol, a.s (“Unipetrol”) by PKN ORLEN S.A.
The terms and conditions of the Offer are described in detail in the Tender Offer Document, that will be provided, in accordance with the relevant provisions of the Czech law, to the Management Board of Unipetrol. Unipetrol's Management Board will be obligated to execute its opinion on the Offer in five days from receiving of the Tender Offer Document. According to the Czech law and Unipetrol’s Articles of Association the Tender Offer Document should be published on the corporate website of Unipetrol (www.unipetrol.cz), on www.patria.cz, on website of a broker house conducting the Offer and the Czech commercial gazette (Obchodní věstník).
The Company’s Management Board plans to start the Offer on the day of publication of the Tender Offer Document and Unipetrol’s Management Board opinion.
Moreover, the Issuer informs that, it intends to conduct the Offer, inter alia, on terms and conditions described below:
• the Offer is announced under the condition, which is the Issuer's reaching the threshold of at least 90% of the shares in the Unipetrol's share capital,
• the Issuer is entitled to withdraw from the condition described above,
• the Offer will only take effect if the above-mentioned condition or withdrawal by the Issuer from this condition,
• on the grounds of the Offer, the Issuer intends to purchase all shares of Unipetrol (except the shares already owned by the Issuer),
• the Offer price per share of Unipetrol shall amount to CZK 380,
• the subscription period under the Offer shall commence from the day of publication of the Tender Offer Document to 30 January 2018 and may be extended by the Issuer at the latest two business days prior to its expiry,
• the settlement of the transactions executed under the Offer is scheduled as of 23 February 2018,
• the Offer shall be commenced with an intent to potential delisting of Unipetrol's shares from trading at the Prague Stock Exchange (Burza cenných papírů Praha, a.s) and potential squeeze out of the minority shareholders of Unipetrol,
• the Bid is governed by the laws of Czech Republic,
• the remaining details of the Offer together with the necessary data will be described in the Tender Offer Document that will be made publicly available pursuant to relevant applicable provisions of law.
Currently the Issuer owns 114 226 499 shares of the Unipetrol, constituting 62.99% of the Unipetrol's share capital and corresponding to 62.99% of votes at the General Meeting of Unipetrol.
On the base of Art. 17 item 1 and 4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC."
PKN ORLEN delayed the disclosure of this inside information, because:
• Publication of the decision of the Management Board and Supervisory Board of PKN ORLEN immediately after it was made and before the formal start of the procedure of the tender offer, could threaten the efficiency of the tender offer, and, in case PKN ORLEN does not finally decide to start the tender offer for Unipetol’s shares, could negatively influence the position of PKN ORLEN towards Unipetrol’s minority shareholders and adversely affect the correct assessment of the Inside Information by the public.
• Delay in disclosure of the PKN ORLEN Management and Supervisory Board decision is not likely to mislead the public.
• PKN ORLEN is able to ensure the confidentiality of that information.