| Start of the procedure of the announcement of a voluntary tender offer to acquire shares in Unipetrol a.s.
Regulatory announcement no 160/2017 dated 12 December 2017
PKN ORLEN S.A. (“Company”, “Issuer”) hereby informs that on 12 December 2017 PKN ORLEN S.A. started the procedure of announcement of a voluntary tender offer (“Offer”) to acquire shares of Unipetrol, a.s (“Unipetrol”) by PKN ORLEN S.A.
The terms and conditions of the Offer are described in detail in the Tender Offer Document, that has been delivered, in accordance with the relevant provisions of the Czech law, to the Management Board of Unipetrol. Unipetrol's Management Board is obligated to execute its opinion on the Offer in five days from receiving of the Tender Offer Document. According to the Czech law and Unipetrol’s Articles of Association the Tender Offer Document should be published on the corporate website of Unipetrol (www.unipetrol.cz), on www.patria.cz, on website of a broker house conducting the Offer and the Czech commercial gazette (Obchodní věstník).
The Company’s Management Board plans to start the Offer on 28 December 2017, i.e. on the day of publication of the Tender Offer Document and Unipetrol’s Management Board opinion.
Moreover, the Issuer informs that, it intends to conduct the Offer, inter alia, on terms and conditions described below:
• the Offer is announced under the condition, which is the Issuer's reaching the threshold of at least 90% of the shares in the Unipetrol's share capital,
• the Issuer is entitled to withdraw from the condition described above,
• the Offer will only take effect if the above-mentioned condition or withdrawal by the Issuer from this condition,
• on the grounds of the Offer, the Issuer intends to purchase all shares of Unipetrol (except the shares already owned by the Issuer),
• the Offer price per share of Unipetrol shall amount to CZK 380,
• the subscription period under the Offer shall commence from 28 December 2017 to 30 January 2018 and may be extended by the Issuer at the latest two business days prior to its expiry,
• the settlement of the transactions executed under the Offer is scheduled as of 23 February 2018,
• the Offer shall be commenced with an intent to potential delisting of Unipetrol's shares from trading at the Prague Stock Exchange (Burza cenných papírů Praha, a.s) and potential squeeze out of the minority shareholders of Unipetrol,
• the Offer is governed by the laws of Czech Republic,
• the remaining details of the Offer together with the necessary data will be described in the Tender Offer Document that will be made publicly available pursuant to relevant applicable provisions of law.
Currently the Issuer owns 114 226 499 shares of the Unipetrol, constituting 62.99% of the Unipetrol's share capital and corresponding to 62.99% of votes at the General Meeting of Unipetrol.
See also: regulatory announcement no 159/2017 as of 12 December 2017.
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