Conclusion by UNIMOT Investments sp. z o.o. of a conditional promised agreement for the acquisition of 100 per cent of the shares in Lotos Terminale S.A.

Report: 4/2023
Date of publication:03.02.2023 / 19:20
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The Management Board of UNIMOT S.A. with its registered office in Zawadzkie (the “Issuer”) announces the conclusion on 3 February 2023 by its subsidiary UNIMOT Investments sp. z o.o. (“UNIMOT Investments”) with PKN ORLEN S.A. (“PKN ORLEN”) a conditional promised agreement for the acquisition of 100 per cent of the shares in Lotos Terminale S.A. (the “Promised Agreement” the “Parties”). The Issuer informed about the conclusion of the conditional preliminary agreement in Current Report No. 2/2022 of 12 January 2022 (the “Preliminary Agreement”, the “Transaction”). The conclusion of the Promised Agreement took place due to the fulfilment of all agreed conditions of the Preliminary Agreement, which enabled the conclusion of the Promised Agreement.

Pursuant to the Promised Agreement, the Parties undertook to conclude a final agreement for the sale of 100 per cent of the shares in Lotos Terminale S.A. (the “Transfer Agreement”) subject to the conditions stipulated in the Promised Agreement, i.e. related to the non-exercise of the pre-emptive right by authorised bodies.

Upon the conclusion of the Transfer Agreement, Unimot Investments will be obliged to pay – calculated according to the mechanisms set out in the Preliminary Agreement – the price due, which was included in the total estimated involvement of the Issuer Group in the Transaction, i.e. in the amount of PLN 450 million, which the Issuer informed about in Current Report No. 2/2022 of 12 January 2022.

The Issuer considered the above information as confidential, taking into account the value of the Transaction, as well as the impact of the Transaction on the financial, asset and economic situation of the Issuer and its Group.