Warsaw, 9 November 2011 – Today all previous shareholders in Polkomtel S.A. have transferred their ownership rights to Spartan Capital Holdings Sp. z o.o. Thus one of Europe's largest telecommunication sector transactions of the past few years has been finalized.
The total value of the transaction was PLN 18.1 billion. After deductions related to Polkomtel's debt and dividend paid in 2011, the sellers, i.e. KGHM Polska Miedź S.A., Polska Grupa Energetyczna S.A., Polski Koncern Naftowy ORLEN S.A., WĘGLOKOKS S.A. as well as Vodafone Americas Inc. and Vodafone International Holdings BV, received for their shareholdings a total amount of PLN 15.1 billion. The transfer of ownership rights to Polkomtel shares was effected on the basis of a sales agreement signed by the company's previous shareholders: KGHM (24.39%), PGE (21.85%), PKN ORLEN (24.39%), WĘGLOKOKS (4.98%) and Vodafone (24.39%).
This constituted the performance of the preliminary agreement for the sale of 100% of Polkomtel shares signed by the shareholders on 30 June 2011. The only condition precedent for the transaction was the acquisition of consent of the President of the Office for Competition and Consumer Protection for concentration. Such consent was acquired on 24 October 2011. Jacek Krawiec, Management Board President of PKN ORLEN: It is with great satisfaction that we are finalizing this very complex project today.
For PKN ORLEN, it started already in 2000 when the first announcements of a possible divestment appeared. Our satisfaction is even greater because it was our company that initiated the whole process. I am glad that we managed to persuade the other shareholders to share our position, which eventually opened the way for today's transaction. We have succeeded, although there is no good climate for such complicated agreements in the current global crisis.
Therefore, we have even more reason to consider the finalization of the transaction and its conditions as a great success. The sale of Polkomtel shares will contribute to the achievement of PKN ORLEN's strategic objectives, that is, further debt reduction and the building of a strong multi-energy concern. Herbert Wirth, Management Board President of KGHM Polska Miedź S.A., also expresses his satisfaction with a professional and transparent performance of the sales process: It has been a large-scale and professionally conducted transaction and all partners are happy with it. We are in the process of leaving the telecommunication sector altogether. We are also awaiting UOKiK's positive opinion on the sale of shares in Dialog S.A. Funds acquired from these transactions will allow KGHM to pursue its strategy, which provides for a greater involvement in investments related to the company's core activities.
We are actively searching for new deposits in various parts of the world. KGHM has a chance to become a significant global player, says Mr Wirth. We are also investing in the power sector, which is to become an important element in the diversification of our operations in this country. Tomasz Zadroga, Management Board President of PGE: I am glad that this complex and complicated transaction has been brought to a successful end. As the resigning Chairperson of the Supervisory Board of Polkomtel S.A., I know best how much work and commitment was required to carry out this transaction. I would like to thank all people who have been working for months to ensure its success.
For our company, the sale of Polkomtel shares is another step in the strategy of concentration on our core, energy-related assets. Jerzy Podsiadło, Management Board President and General Director WĘGLOKOKS S.A.: This has been a perfectly conducted transaction, an extremely important one - and not only for the shareholders, but first of all, for Poland's telecommunication and multimedia market. That is for all of us. This transaction is also important for WĘGLOKOKS. Funds acquired from this transaction will allow us to accelerate and improve the process of diversifying our operations, restructuring the company, and building a strong capital group based on WĘGLOKOKS.
Our involvement in the telecommunication sector has been rather small. This divestment and acquired capital will help us to concentrate on what we do best - international trade - and broadening the scope of our activities in the broadly understood coal mining sector. And these are the fundamental elements in our development strategy. Spartan Capital Holdings Sp. z o.o. paid the sellers the respective cash amounts: PKN ORLEN - PLN 3 672 146 567 PGE - PLN 3 289 444 171 KGHM – PLN 3 672 146 567 WĘGLOKOKS - PLN 749 086 127 After the finalization of the transaction and the acquisition of shares by Spartan Capital Holdings Sp. z o.o. the previous shareholders hold no more shares in Polkomtel S.A.
Information about PGE Capital Group: PGE Capital Group is the largest group of the power generation sector in Poland and one of the largest in Central and Eastern Europe. Because of its size and position, it is a very important link in Poland's energy security system. PGE CG is the undisputed leader with respect to the installed capacities, volume of generated electricity and the number of end users. The PGE Capital Group has a 40% share in Poland's power generation market and a 26% share in the electricity distribution market. PGE CG's activities are divided into five segments: Conventional Power Generation, Renewable Power Generation, Nuclear Power Generation, Distribution Retail Sales and Wholesale Trade. The Group employs over 46,000 people and boasts 13.1 GW of installed generation capacities. In 2010 the PGE Capital Group's net electricity production reached a net level of 53 TWh. The Group's major competitive advantage is its presence in almost all links of the value chain in the power generation industry (except for the power transmission, which is dealt with by the company PSE Operator S.A.). One of the most important rules followed by the PGE Capital Group is sustainable development.