We manage and supervise ORLEN Group Companies via a number of divisions within PKN ORLEN and several business units.
By the end of 2009, PKN ORLEN held stocks or shares directly in 58 commercial companies, including:
In 2009, our capital projects focused on streamlining the ownership structure within the capital group and divestment of non-core business.
In April 2009, PKN ORLEN bought from the Government of the Lithuanian Republic (GLR) 9.98% shares in Mažeikiu Nafta. The transaction was performed pursuant to a put option agreement made between PKN ORLEN and RRL on 9 June 2006. Having agreed on the specific terms of payment, PKN ORLEN bought from the Lithuanian Republic Government 70,750,000 ordinary shares in Mažeikiu Nafta, i.e. all the shares offered in the put option. According to the put option agreement, the strike price for the subject of the transaction was USD 284,450,375 (USD 4.0205 per share). Having exercised the put option agreement, PKN ORLEN obtained 100% shares in the share capital of Mažeikiu Nafta. On 1 September 2009, PKN ORLEN, the sole shareholder of Mažeikiu Nafta, changed the Comapny’s name to ORLEN Lietuva.
The following divestment projects were implemented in 2009, as part of a capital restructuring programme:
According to the ORLEN Group strategy adopted towards the end of 2008, in December 2008 we started the divestment process of the 84.79% shares held in ANWIL. Following an initial stage, we started contacting potential investors in the second half of 2009. Having signed a confidentiality agreement, potential investors received an information memorandum. Preliminary offers to purchase ANWIL shares were submitted in October 2009 and firm offers – in January 2010. We will continue the sales process in 2010.
Meanwhile, PKN ORLEN set about selling its 24.39% shares in Polkomtel. Here, the divestment project is twopronged. On the one hand, we are preparing to sell shares through trade sale. However, we also considering the option of selling shares through an initial public offering (IPO). By the end of 2009, we also started preparing for vendor due diligence (VDD) at Polkomtel. At the moment, we are finishing the preparation of information packages for investors. We are also consulting the principles of future corporate governance with Polkomtel’s other shareholders.
In October 2009, we finally concluded the sales of 3.7% shares in Paramo to Unipetrol under a sales agreement from 29 August 2008. According to that agreement, the final sales price was adjusted to the price determined for the compulsory acquisition of minority shares in Paramo by Unipetrol, which was 22.4 CZK/share more than the initial sales price.
In August, PKN ORLEN raised its capital commitments in ORLEN Upstream from PLN 50,000 to PLN 22,500,000 by means of increasing the Company’s share capital and acquiring 44,900 new shares of PLN 500 nominal value each. The Company’s share capital was once more increased by 2,450,000 in 2010, by issuing 4,900 new shares of PLN 500 nominal value each. Currently, PKN ORLEN’s total capital commitments in the Company amount to PLN 24,950,000. PKN ORLEN invariably remains the only shareholder in the Company.
On 17 December 2009, ORLEN Transport bought from PKN ORLEN 22,279,720 own shares for the purpose of their voluntary redemption, for the total price of PLN 31,860. ORLEN Transport is currently the holder of those shares and will retain them until the completion of a convocation procedure, which is scheduled for the end of the first six months of 2010. Once the shares have been redeemed, which will result in a reduction of ORLEN Transport’s share capital, PKN ORLEN will hold 100% of the shares in the Company.
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