Fulfilment of a material condition for the acquisition of 100% of the shares in LOTOS Terminale S.A. by a subsidiary of the Issuer

Report: 31/2022
Date of publication:20.06.2022 / 13:16
Pdf report

The Management Board of UNIMOT S.A. with its registered office in Zawadzkie (“the Company”, “the Issuer”) announces that on 20 June 2022 it received information that the European Commission had given its consent to a concentration involving the acquisition by Polski Koncern Naftowy Orlen S.A. (“PKN Orlen”) control over Grupa LOTOS Spółka Akcyjna (“GK Lotos”), (the “EC Decision”).

The EC Decision includes an approval for the implementation of remedies whereby Unimot Investments sp. z o.o. (“Subsidiary”) will acquire 100% of the shares entitling to exercise 100% of the votes at the general meeting (“Shares”) of LOTOS Terminale Spółka Akcyjna with its registered office in Czechowice-Dziedzice (“Lotos Terminale”), (the “Preliminary Agreement”) (the “Transaction”).

As a result of the implementation of the Transaction, the Issuer’s Capital Group will conduct the operation of an independent fuel logistics operator based on its own infrastructure (the “ILO Business”) and the production of modified bitumen together with the further development of trade in bitumen products (the “Bitumen Business”). The assets related to these Businesses will ultimately be contributed to Lotos Terminals prior to the signing of the Promised Agreement.

The Transaction will be finalised upon fulfilment of the remaining formal conditions standard for this type of transaction and substantially on the same terms and conditions of the Transaction as stipulated in the Preliminary Agreement, of which the Issuer informed in the ESPI Current Report No. 2/2022 dated 12 January 2022.

At the same time, the Issuer’s Management Board informs that with respect to the Lotos Terminale Shares, the Issuer Group’s intention is to treat them as a long-term investment. The acquired Lotos Terminale assets will provide a platform for further development within the UNIMOT Group.

The Issuer has deemed this information confidential in view of the fulfilment of an important and necessary condition for the Transaction, namely the issuance of the European Commission’s approval of the implementation of the remedies and, therefore, the European Commission’s acceptance of the conditions under which the Transaction is to take place.