No. 24/2022 | 02-06-2022 | 17:18
Agreement of merger plan between PKN ORLEN and Grupa LOTOS and agreement on the ratio of the shares to be exchanged in connection with that merger
PKN ORLEN S.A. (“PKN ORLEN”, „Company”) informs that on 2 June 2022 the Company and Grupa LOTOS S.A. headquartered in Gdańsk (“Grupa LOTOS”) have concluded a written agreement on the merger plan (“Merger Plan”). The merger will be conducted on the base of Art. 492.1.1 of the Polish Code of Commercial Companies through transfer of all assets and liabilities of Grupa LOTOS (company being acquired) to PKN ORLEN (acquiring company) in exchange for shares which the Company will issue to the shareholders of Grupa LOTOS (“Merger”).
In connection with the Merger the Company will made a public offer of the shares that will be issued within the process of the Merger (“Merger Shares”), the public offer will be addressed to the shareholders of Grupa LOTOS and it will be exempted from the formal prospectus requirements, providing that an information document will be prepared in line with the Commission Delegated Regulation (EU) 2021/528 of 16 December 2020 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the minimum information content of the document to be published for a prospectus exemption in connection with a takeover by means of an exchange offer, a merger or a division, in connection with Art. 1.4.g, Art. 5.f and Art. 1.6 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (“Regulation 2017/1129”) (“Information Document”). Information Document will not subject to the approval or verification by any of the authority according to Art. 20 of the Regulation 2017/1129, in particular it will not subject to the approval of the Polish Financial Supervision Authority.
According to the Merger Plan the Shareholders of Grupa LOTOS, in exchange for their shares in Grupa LOTOS, will be issued the Merger Shares in the following proportions: 1,075 (PKN ORLEN shares) : 1 (Grupa LOTOS shares) ("Share Swap Ratio").
The foregoing means that, in exchange for 1 (one) share in Grupa LOTOS, the Shareholders of Grupa LOTOS will receive 1,075 PKN ORLEN shares (Merger Shares), with reservation that the number of allotted shares will be a natural number, while the non-allotted fractions of the Merger Shares resulting from the application of the Share Swap Ratio will be compensated to the Shareholders of Grupa LOTOS by way of payouts under the terms set out in the Merger Plan.
The Merger Plan together with the other documents published by the Company in connection with the Merger will be available on the PKN ORLEN’s website under the following address: https://www.orlen.pl/en/investor-relations/merger-with-the-LOTOS-Group .
See also: regulatory announcement no 26/2018 as of 27 February 2018, no 106/2018 as of 30 November 2018, no 31/2019 as of 3 July 2019, no 34/2019 as of 26 August 2019, no 42/2020 as of 14 July 2020, no 43/2020 as of 14 July 2020, no 45/2021 as of 12 November 2021, no 1/2022 as of 12 January 2022, no 2/2022 as of 12 January 2022 and no 23/2022 as of 2 June 2022.