7.2. CHANGES IN SHAREHOLDER STRUCTURE OF ORLEN GROUP FROM 1 JANUARY TO 31 DECEMBER 2020
7.2. CHANGES IN SHAREHOLDER STRUCTURE OF ORLEN GROUP FROM 1 JANUARY TO 31 DECEMBER 2020
|
TYPE OF TRANSACTION / ENTITIES |
TRANSACTION DATE |
NUMBER OF AQUIRED / (SOLD) SHARES |
SHARE IN THE SHARE CAPITAL AFTER TRANSACTION |
|
PURCHASE OF SHARES |
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|
by PKN ORLEN in: |
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|
ENERGA S.A. |
30 April 2020 |
331,313,082 |
85.20% |
|
ENERGA S.A. |
20 November 2020 |
45,175,558 |
90.92% |
|
ORLEN Wind 1 Sp. z o.o. in organisation |
24 September 2020 * |
50 |
100.00% |
|
ORLEN Wind 2 Sp. z o.o. in organisation |
24 September 2020 * |
50 |
100.00% |
|
ORLEN INTERNATIONAL TRADING (SUZHOU) Co., Ltd. |
22 October 2020 |
** |
100.00% |
|
ORLEN VC sp. z o.o. in organisation |
17 December 2020 * |
1,000,000 |
100.00% |
|
ORLEN Wind 3 Sp. z o.o. in organisation |
18 December 2020 * |
50 |
100.00% |
|
RUCH S.A. |
24 November 2020 |
70,973,251 |
64.94% |
|
by ORLEN Południe S.A. in: |
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|
Bioenergy Project sp. z o.o. |
11 December 2020 |
5,800 |
100.00% |
|
BIOZEC sp. z o.o. |
11 December 2020 |
100 |
100.00% |
|
by ENERGA S.A. in: |
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|
ECARB Sp. z o.o. |
4 May 2020 |
3,600 |
100.00% |
|
by ENERGA OZE S.A. in: |
|||
|
ECARB Sp. z o.o. |
11 May 2020 |
1,275 |
35.40% |
|
SALE OF SHARES WITHIN THE GROUP |
|||
|
by ENERGA S.A. in: |
|||
|
ECARB Sp. z o.o. |
11 May 2020 |
1,275 |
64.60% |
|
REDEMPTION OF SHARES |
|||
|
ORLEN Centrum Serwisowe Sp. z o.o. |
10 March 2020 |
850 |
99.89% |
|
ORLEN Centrum Serwisowe Sp. z o.o. |
26 November 2020 |
167 |
100.00% |
|
ORLEN Centrum Serwisowe Sp. z o.o. |
9 December 2020 |
3 |
100.00% |
|
LIQUIDATION OF ENTITIES |
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|
FX Energy Poland Sp. z o.o. in liquidation |
4 December 2020 |
- |
|
|
FX Energy Netherlands BV |
22 December2020 |
- |
|
|
FX Energy Netherlands Partnership CV |
31 December 2020 |
- |
|
|
1426628 Alberta Ltd. |
31 December 2020 |
- |
|
|
OneEx Operations Partnership |
31 December 2020 |
- |
|
|
INCREASE IN SHARE CAPITAL |
|||
|
by PKN ORLEN in: |
|||
|
ORLEN Południe S.A. |
*** |
3,557,630 |
100.00% |
|
IKS Solino S.A. |
*** |
71,650 |
100.00% |
|
ORLEN Upstream Sp. z o.o. |
16 December 2020 |
1,260 |
100.00% |
|
by ORLEN Serwis S.A in.: |
|||
|
ORLEN Service Česká republika s.r.o. |
1 April 2020 |
15,575,000**** |
100.00% |
|
CHANGE OF ENTITIES NAMES |
|||
|
from UAB EMAS to UAB ORLEN Service Lietuva |
14 February 2020 |
- |
100.00% |
|
from FX Energy Poland Sp. z o.o. to FX Energy Poland Sp. z o.o. in liquidation |
8 April 2020 |
- |
100.00% |
|
OTHER CHANGES IN THE GROUP'S STRUCTURE |
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|
ENERGA Group |
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|
Division of ENERGA Kogeneracja Sp. z o.o. |
***** |
144 |
***** |
* date of establishing the company, the company has not been registered by the National Court Register (as at 31 December 2020)
** the target maximum value of the registered capital is EUR 700,000, the registered capital of the company is not divided into shares
*** the increase in the company's share capital was not registered by the National Court Register (as at 31 December 2020)
**** nominal value of the share capital increase expressed in Czech crowns (CZK), the company's share capital is not divided into shares (the total value of the share capital is CZK 15,875,000)
***** decrease of the share capital of ENERGA Kogeneracja Sp. z o.o., which will occur as a result of the division, and the increase in the share capital of ECARB Sp. z o.o. (acquiring company) have not been registered by the National Court Register (as at 31 December 2020). As a result of the transaction, the share in the number of votes will be: 64.60% ENERGA S.A. and 35.40% ENERGA OZE S.A, respectively
Changes in the Group structure are an element of the strategy, assuming a focus on core activities and allocating the released capital for development of the Group in the most prospective areas.
STRUCTURED ENTITIES
ORLEN Capital AB
The company’s business is raising funds through the issuance of bonds and other financial instruments for institutional and private investors and granting borrowings or loans to Group subsidiaries, as well as conducting all other activities related to the above financial instruments.
On 30 June 2014 and on 7 June 2016 ORLEN Capital AB issued Eurobonds with a 7-year redemption period for the amount of PLN 5,769 million translated using the exchange rate as at 31 December 2020 (representing EUR 1,250 million).The funds obtained by ORLEN Capital through the issue of bonds were transferred to PKN ORLEN under the borrowing agreements. PKN ORLEN is the guarantor of both issued bonds under an irrevocable and unconditional guarantees issued in favour of the bondholders in the amount of PLN 9,691 million translated using the exchange rate as at 31 December 2020 (representing of EUR 2.1 billion). The guarantees were granted for the time of the Eurobonds issues, until 30 June 2021 and 7 June 2023, respectively.
Energa Finance AB
The company's business is raising funds through the issuance of bonds for institutional and private investors and granting borrowings to the ENERGA Group, as well as conducting all other activities related to the above financial instruments.
On 7 March 2017, Energa Finance AB issued Eurobonds with a 10-year redemption period for the amount of PLN 1,384 million translated using the exchange rate as at 31 December 2020 (representing EUR 300 million). The funds obtained by Energa Finance AB through the issue of bonds were transferred to ENERGA under the borrowing agreement. ENERGA is the guarantor of the bond issue under an irrevocable and unconditional guarantee issued in favour of the bondholders in the amount of PLN 5,769 million translated using the exchange rate as at 31 December 2020 (representing of EUR 1,250 million). The guarantee was granted until 31 December 2033.
ORLEN Insurance Ltd.
ORLEN Insurance is an internal insurance company (i.e. captive), which main purpose is insurance and reinsurance the Group's business, matching insurance to the individual needs of its property and the potential loss of margin.
