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The offering and take-up of subscription warrants over series C shares within the scope of conditional share capital increase and take-up of series C shares Print E-mail
Own release   
14.07.2011
The Management Board of PETROLINVEST S.A. (the “Company”) announces that in relation to the cash payment in the amount of PLN 5,000,000 received on 11 and 12 July 2011, made by an entity designated by Prokom Investments S.A. as the financing entity — within the meaning of the agreement on financing concluded by the Company and Prokom Investments S.A. on 20 March 2009, of which the Company informed the public in current report No 33/2009, amended by the annexes dated 31 December 2010 and 18 April 2011, of which the Company informed the public in current reports no. 1/2011 and no. 34/2011 (the “Agreement on Financing”) — which makes a direct equity investment (the “Financing Entity”), on 14 July 2011, the Company received:

(i) a request to transfer to the Financing Entity a number of shares that corresponds to the quotient of the amount equal to the direct equity investment in Company’s shares in the amount of PLN 5,000,000 performed by the Financing Entity in the form of cash payment and the issue price of PLN 10.00, as well as
(ii) a call to offer to the Financing Entity 500,000 ordinary bearer Company shares at an issue price of PLN 10.00 per share, that is for a total amount of PLN 5,000,000.
Furthermore, on 14 July 2011 — in compliance with the provisions of the agreement dated 13 January 2009 concluded with Prokom regarding, among other things, expanding the scope of the call option to cover all accounts receivable by Prokom from the Company, which was the subject of current report No 4/2009, and the agreement concluded on 14 May 2009 with Prokom, setting forth the terms on which Prokom makes its assets available to the Company to use as security for the credit facility extended by the consortium of PKO Bank Polski S.A. and Bank Gospodarstwa Krajowego under the agreement dated 21 March 2007, which was the subject of current report No 45/2009 — the Company received from Prokom:
(i) a request to transfer to Prokom a number of shares that corresponds to the quotient of (i) the accounts payable to Prokom by Petrolinvest for the settlement of the sale price of PLN 36,932,000.00 in accordance with the agreement of 13 July 2011 concerning the sale of 100% of shares within Pomorskie Farmy Wiatrowe Sp. z o.o., for an advance payment towards the fee for providing and maintaining collateral for the credit facility charged for the period until 13 July 2011 in the amount of PLN 725,661.95 and the commercial accounts payable in the amount of PLN 214,000.00 charged for the period until 13 July 2011, as well as (ii) the issue price of PLN 10.00;
(ii) a call to offer to Prokom 3,787,166 ordinary bearer Company shares at an issue price of PLN 10.00 per share, that is for a total amount of PLN 37,871,660.

In connection with the said requests and calls, and also in connection with the resolution of the Extraordinary General Shareholders' Meeting dated 9 May 2011 regarding the issue of subscription warrants, conditional Company share capital increase, the exclusion of the pre-emptive rights of the existing shareholders of the Company and amendment of the statutes of the Company (the "Issue Resolution") published in current report no. 35/2011, on 14 July 2011, the Management Board of the Company adopted a resolution regarding the offering of registered subscription warrants entitling to take-up of series C Company shares (“Subscription Warrants”) and setting forth detailed terms and conditions of the issue of the Subscription Warrants. The Management Board decided to issue 4,287,166 Subscription Warrants and offered them for subscription to: (i) Prokom — in the amount of 3,787,166; and (ii) the Financing Entity — in the amount of 500,000. Subsequently, the Subscription Warrants were taken up by the above mentioned entities and the rights to take up series C shares were executed, as a result of which 4,287,166 ordinary series C bearer shares of the Company were taken up.

Prokom’s payments for 3,787,166 series C shares were made by netting mutual accounts receivable/accounts payable by the Company and Prokom. On 14 July 2011, the Company concluded a netting agreement with Prokom under which the Company and Prokom netted an outstanding account receivable by the Company under the subscription for series C shares totalling PLN 37,871,660 with outstanding accounts payable by the Company to Prokom, set forth in the second paragraph, item (i) of this current report. As a result of the netting, the cash contribution due by Prokom to the Company in connection with the take-up by Prokom of 3,787,166 series C shares was fully covered.

The issue price of the ordinary series C bearer shares, issued to holders of Subscription Warrants on the basis of the Issue Resolution within the scope of the conditional increase of the Company's share capital, was set by the Management Board at PLN 10.00 per share, considering statutory restrictions regarding the minimum issue price of shares. The issue price was approved by the Supervisory Board on 14 July 2011.

The value of the cash payment for the take-up of series C shares was PLN 5,000,000. Funds received by the Company will be used mainly for the implementation of the exploration and production project in Kazakhstan.

The current total value of financing invested in PETROLINVEST S.A. by Prokom Investments S.A. and the entities indicated by the same as part of performance of the above-mentioned Agreement on Financing was more than PLN 168 million, of which payments made in the current year amounted to PLN 100 million.

Download current report no. 69/2011