The Management Board of PETROLINVEST S.A. (henceforth the "Company") announces that on 3 January 2011 it was informed that the Company’s majority shareholder, Prokom Investments S.A. with its registered office in Gdynia ("Prokom”), signed an annex dated 31 December 2010 to the agreement between the Company and Prokom dated 20 March 2009 setting forth terms and conditions for cooperation in seeking financing for the Company, which was announced by the Company in current report no. 33/2009 dated 20 March 2009 (the “Annex”).
Pursuant to the Annex, the parties agreed on extending the period for conducting measures by Prokom which aim at seeking financing for the Company’s activity by 18 months, i.e. until 30 June 2012. Simultaneously, Prokom undertook to seek financing in the period of the above-mentioned 18 subsequent months up to the amount of PLN 200 million (the “Financing”).
Pursuant to the Annex, all other terms and conditions of the agreement dated 20 March 2009, which were announced by the Company in detail in the above-mentioned current report, were maintained. The Financing for the Company will be provided by Prokom or third parties indicated by Prokom (the “Financing Entities”) on the basis of loan agreements or other agreements of similar nature, on an arm's length basis with the possibility of conversion into the Company’s equity, or as a direct equity investment in shares of the Company. The request to convert the whole or a part of the Financing into the Company’s equity shall be effected through the issue of new Petrolinvest shares at an issue price equal to an average close price of the Company’s shares at the Warsaw Stock Exchange (“WSE”) from 180 quoting days preceding the date of the request, or — if the Financing Entity shall decide so — at an issue price equal to the close price of the Company’s shares at the WSE from the day preceding the date of the request, whereas the issue price shall not be lower than the face value of a share, i.e. PLN 10.
If Prokom obtains financing from another Financing Entity, other than Prokom, then Prokom shall be entitled to remuneration from the Company equal to 2% (net) of the value of the Financing so obtained. The Annex was concluded at arm’s length.
The Annex meets the criteria of a significant agreement because its value exceeds 10% of the Company's equity.
The Management Board of the Company announces that total value of financing invested in PETROLINVEST S.A. by Prokom or entities indicated by Prokom since the beginning of 2010 has exceeded the amount of PLN 262 million, including financing by entities indicated by Prokom within the framework of executing the above-mentioned agreement on seeking financing, which has exceeded the amount of PLN 68 million, out of which the amount of PLN 35.8 million was directly designated for reducing the Company’s credit debt in December 2010. The Company points out that more than PLN 60 million of the above financing was obtained with the possibility of conversion into PETROLINVEST shares at the issue price of PLN 10 per share, i.e. higher than their price at the WSE, which is indicative of the investor’s faith in the success of projects carried out by the Company. The financing made available by Prokom and entities indicated by Prokom was used mainly to reduce the debt of the PETROLINVEST Group, as well as to conduct the exploration and production project in Kazakhstan, and it simultaneously constituted a significant source of financing for the Company’s entire activity in 2010. Taking into consideration the above, the Management Board of the Company positively evaluates the contribution of Prokom in the process of pursuing strategic objectives of the Company, including the success of the exploration and production project. Download current report no. 1/2011
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