Conclusion by UNIMOT Investments sp. z o.o. of the final agreement for the transfer of 100 per cent of the shares in Lotos Terminale S.A.

Report: 11/2023
Date of publication:07.04.2023 / 12:46
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With reference to current reports no. 2/2022 of 12 January 2022 (conclusion of the Preliminary Agreement), no. 4/2023 of 3 February 2023 (conclusion of the Final Agreement) and no. 10/2023 of 6 April 2023 (fulfilment of the conditions of the Final Agreement), the Management Board of UNIMOT S.A., with its registered office in Zawadzkie (the “Issuer”), announces that on 7 April 2023, its subsidiary, UNIMOT Investments sp. z o.o. (“UNIMOT Investments”) concluded a definitive agreement for the transfer of 100 per cent of the shares in Lotos Terminale S.A. (the “Transfer Agreement”, the “Transaction”, the “Parties”) with PKN ORLEN S.A. (“PKN Orlen”). The conclusion of the Transfer Agreement was effected in connection with the fulfilment of all agreed terms and conditions of the Preliminary Agreement and subsequently the Promised Agreement.

Unimot Investments:

1) is obliged to pay PKN Orlen a portion of the agreed sale price of Lotos Terminale S.A. shares,

2) will refinance Lotos Terminale S.A.’s liability to the bank

in the total amount of PLN 366.4 million.

The remaining part of the sale price, including that resulting from the agreed earn-out mechanism, as well as the reimbursement of investment expenditures related to the implementation of the investment in the fuel terminal in Szczecin, about which the Issuer informed in current report no. 48/2022 of 1 December 2022, will take place at later dates agreed between the Parties. The precise amounts of the above liabilities are not known as at the date of the Transaction. However, to the best knowledge of the Issuer’s Management Board and taking into account the Issuer’s internal analyses, the total estimated – as at the date of publication of this current report – involvement of the Issuer’s Group in the Transaction may amount to approximately PLN 450 million.

The payment of the sale price will be made from the Issuer’s own contribution to Unimot Investments in the amount of PLN 118.6 million and the use of a part of the loan granted to Unimot Investments by a consortium of banks, of which the Issuer informed in current reports no. 2/2022 of 12 January 2022, 45/2022 of 30 September 2022 and 50/2022 of 21 December 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 Capital Group, as reported by the Issuer in the earlier mentioned current reports.