By Warsaw, January 11th 2012
Acquisition of 99.8% of shares in Vattenfall Heat Poland SA
Current Report No. 6/2012
The Management Board of Polskie Górnictwo Naftowe i
Gazownictwo SA ("PGNiG", "the Company") hereby reports that,
on January 11th 2012, PGNiG SPV 1 Sp. z o.o. ("SPV 1"),
wholly-owned by PGNiG, executed a final share purchase
agreement with Vattenfall AB ("the Agreement"), concerning
the purchase on January 11th 2012 of
24,591,544 (twenty-four million, five hundred and ninety-one
thousand, five hundred and forty-four) shares in the share
capital of Vattenfall Heat Poland SA ("VHP") of Warsaw ("the
Shares"), which represent 99.8% of VHP's share capital,
and confer the right to 99.8% of the total vote at its
General Shareholders Meeting. The Agreement was concluded in
performance of the preliminary agreement of August 23rd 2011
("the Preliminary Agreement"), which was reported by the
Company in Current Report No.
122/2011 of August 23rd 2011.
The purchase price of the Shares as at the date of the
Agreement was PLN 3,016.7m. The acquisition of the Shares
will be financed by SPV 1 with its equity and a tranche
of
a loan obtained from PGNiG SA, which the Company reported in
Current Report No.
121/2011 of August 23rd 2011.
Before the Agreement was signed, the condition precedent
defined in the Preliminary Agreement had been satisfied,
namely PGNiG had obtained a decision from the Polish Office
of Competition and Consumer Protection (UOKiK) approving the
business concentration, as reported by the Company in Current
Report No. 169/2011 of December 7th 2011.
The PGNiG Group treats the acquisition of the Shares in VHP
as a long-term investment.
The parties to the Agreement are not related parties.
The core business of VHP is co-generation of heat and
electricity. The company operates in Warsaw (Siekierki and
