| Share purchase agreement for shares of Pomorskie Farmy Wiatrowe Sp. z o.o. |
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| Own release | |
| 13.07.2011 | |
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The Management Board of PETROLINVEST S.A. (henceforth the “Company”, “Petrolinvest”) announces that on 13 July 2011 the Company concluded a share sale agreement for shares in a company under a business name of Pomorskie Farmy Wiatrowe Sp. z o.o., headquartered in Gdynia (“PFW”) (“Agreement”) with its dominant entity, Prokom Investments S.A. headquartered in Gdynia ("Prokom”). Pursuant to the Agreement, the Company purchased 676,116 shares in PFW, which jointly constitute 100% of the share capital of PFW and carry 100% votes at shareholders meetings (“Shares”). Petrolinvest purchased the shares for the price of PLN 36,932,000 which will be settled in Company shares acquired by Prokom at an issue price of at least PLN 10 per share, under the conversion mechanism provided for in the agreement between the Company and Prokom of 13 January 2009, of which the Company informed the public in the current report no. 4/2009. The PFW company was created by Prokom in order to implement projects of constructing land wind farms and, currently, it implements three land wind farm projects in Żuławy with the total capacity of 100 MW. It also owns land property with a total area of approximately 423 ha (“Land property”) which ensures maximum flexibility in securing allocation of the best plots for wind farms. The land property remaining after identifying plots for wind turbines, with the total area of around 400 ha, is subject to put/call option to transfer it to foreign investors for the price of around PLN 16 million in cash. The Company is expecting this inflow before the end of the first quarter of 2012. Consequently, the effective purchase price at which Petrolinvest purchases PFW shares will be equal to approximately PLN 20.9 million. PFW is a party to a cooperation agreement relating to the implementation of two out of three wind projects mentioned above with the total capacity of 64 MW with a foreign investment fund, specialising in investments in wind energy production, partly owned by one of the largest European banks. The fund is well-known and regarded in Poland, it specialises in investments in wind energy production, currently, it has a portfolio of wind projects with total capacity of 200MV and the value of EUR 300 million. As the majority shareholder the fund will be responsible for construction and launch of these wind projects, including in particular the management of the process of obtaining financing, equipment delivery and construction, launch and operation of the wind farms. Additionally, based on the signed agreement, due to the objective of the fund which is to exit from the investment within the period of 2–3 years, the fund secured a guarantee to repurchase shares of Petrolinvest (drag-along) when exiting from the investment. Moreover, pursuant to the above-mentioned cooperation agreement, Prokom granted a guarantee for PFW obligations, including the obligation to provide the relevant contribution of PFW for the financing of the projects. The guarantee is valid throughout the whole period of implementation of the projects and will not be affected by a change of the owner of PFW shares. PFW holds the majority of shares in the third project with the potential of 30MW in which Prokom Investments remains a minority shareholder. Currently, negotiations with potential industry and financial partners are taking place, including a fund specialising in investments in wind farm projects, owned by a different large European bank. Taking into account the current participation of PFW in above-mentioned wind projects, the Management Board of Petrolinvest estimates the Company inflows under sale of the launched wind farms at the total level of around PLN 200 million. The Management Board intends to commit the funds obtained in this way, not encumbered with cash outflows in connection with effecting this transaction since its settlement will take place in Company shares, for increasing the production of hydrocarbons on an industrial scale on the Shyrak structure, should the wells drilled currently bring positive results, as well as on the Emba structure. |