Date of publication: 01.08.22
On 1st August, the Management Board of Unimot concluded an agreement for the transfer of the organised part of the entity associated with the fuel trading business from Unimot to Unimot Paliwa, the Unimot’s subsidiary company. The aforementioned action is aimed at preparing the Group for operating as an independent logistics operator, which Unimot will become upon the completion of the acquisition of Lotos Terminale.
The agreement referred to above involves the transfer of an organised part of the enterprise in exchange for the acquisition of new shares in Unimot Paliwa. Pursuant to the agreement, as of the date of its signing, Unimot Paliwa incorporated an organisationally, financially and functionally separated part of the enterprise. The primary business activity of this organised part of the entity was fuel trading, except for fuel trading activities within the developed AVIA petrol station network and the segment related to natural gas trading.
Unimot received 3,258,500 newly-created shares in Unimot Paliwa in return for an in-kind contribution in an organised part of the entity. As at the date of signing the agreement, the value of the transfer of the organised part of the entity amounted to PLN 325,850,000.
Upon the incorporation of the organised part of the entity to Unimot Paliwa, Unimot will be mainly concentrated on the management of all companies within the Group of Companies.
The acquisition process of Lotos Terminale, as part of which fuel depots and asphalt plants will be taken over, has been already officially approved. In accordance with the agreement concluded, pursuant to which the reorganisation process of the Unimot Group has been completed, we are also ready organisationally to incorporate these assets into our Group and operate as an independent logistics operator upon the acquisition of Lotos Terminale. The spin-off of the organised part of the entity dealing with fuel, biofuel and LPG trading to Unimot Paliwa, which will operate alongside the company monitoring storage infrastructure within the Unimot Group, was a key condition for ensuring the independence of these business segments, says Adam Sikorski, President of the Management Board of Unimot.
The final effect of the reorganisation process carried out by the Unimot Group is to concentrate the licence business activity associated with the fuel import within Unimot Paliwa and, as a consequence, limit the Group’s obligation to hold a compulsory stock of liquid fuels between 1st July 2022 and 30th June 2024, which leads to the cost reduction in fuel storage throughout the aforementioned period.
According to the Unimot’s estimates, the conclusion of the agreement will make it possible for the Group to achieve additional adjusted EBITDA (i.e., earnings before interest, taxes, depreciation and amortisation adjusted for the estimated valuation of the compulsory diesel stock and justified transfers) at approximately PLN 30 million. The Group’s additional adjusted EBITDA will be generated thanks to the savings referred to above. It should be noted that the aforesaid EBITDA will be derived from the additional revenue and costs associated with the agreement concluded.
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