Conclusion by the Issuer and UNIMOT Investments sp. z o.o. of an agreement on excise duty security in connection with the planned transaction for the acquisition of 100 per cent of shares in Lotos Terminale S.A. and security by the Issuer of obligations in the form of a blank promissory note

  • Report: 3/2023
  • Date of publication:31.01.2023 / 17:53
  • Pdf report

The Management Board of UNIMOT S.A. with its registered office in Zawadzkie (the “Issuer”) announces the conclusion on 31 January 2023 by the Issuer and its subsidiary UNIMOT Investments sp. z o.o. (“UNIMOT Investments”) an excise duty security agreement with PKN ORLEN S.A. (“PKN ORLEN”) and Lotos Terminale S.A. (“Lotos Terminale”, the “Arrangement”). The conclusion of the Arrangement is related to the planned acquisition of 100 per cent of the shares in Lotos Terminale S.A., which the Issuer announced in Current Report No. 2/2022 of 12 January 2022 (the “Transaction”).

The Agreement sets out the detailed procedure and timetable for the replacement of the existing excise tax security referred to in the Excise Tax Act of 6 December 2008 (i.e. Journal of Laws of 2022, item 143, as amended), submitted to the Head of the Second Tax Office in Bielsko-Biała to cover excise tax liabilities and fuel charges of Lotos Terminale with a new excise tax security that would be in force following the acquisition of Lotos Terminale shares by UNIMOT Investments.

Under the Agreement, the Issuer and UNIMOT Investments undertook to cover any potential damage to PKN ORLEN related to the execution of the existing security and resulting from circumstances after the acquisition of Lotos Terminals shares by the Issuer Group.

The performance of the above-mentioned obligation is secured by a blank promissory note issued by the Issuer to PKN ORLEN together with a promissory note declaration, which, in the event of the occurrence of the above-mentioned damage, may be filled up to the amount constituting its equivalent but not more than PLN 136.8 million.

Taking into account the value of the security made in the form of the blank promissory note, the Issuer considered this information to be confidential.

Legal basis:

Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR Regulation)

Persons representing the Company:

Filip Kuropatwa, Vice-President of the Management Board