Polish transaction of the year finalised

The total transaction value is PLN 18.1bn. Following deductions on account of Polkomtel's debt and dividends paid in 2011, the selling shareholders, that is KGHM Polska Miedź S.A., Polska Grupa Energetyczna S.A., Polski Koncern Naftowy ORLEN S.A., WĘGLOKOKS S.A., Vodafone Americas Inc. and Vodafone International Holdings BV, received a total of PLN 15.1bn for the shares sold. 
The ownership of the shares was transferred under an agreement on sale of Polkomtel shares held by KGHM (24.39%), PGE (21.85%), PKN ORLEN (24.39%), WĘGLOKOKS (4.98%) and Vodafone (24.39%). As a result, the preliminary agreement on sale of 100% of shares in the company, signed by the shareholders on June 30th 2011, was executed. 
The only condition precedent to the deal was clearance of the concentration by the Office of Competition and Consumer Protection (UOKIK). The President of UOKiK approved the transaction on October 24th 2011. 
”Today, with great satisfaction we have completed this highly complex project, which in the case of PKN ORLEN commenced as early as 2000, when the plans of Polkomtel divestment were first announced,” said Jacek Krawiec, President of the Management Board of PKN ORLEN. ”We are all the more proud as it was PKN that initiated the project. I am very glad that we managed to convince the other shareholders of its rationale, which ultimately gave the green light to the transaction. We were successful, although the global crisis is a serious impediment to the finalisation of such complex agreements. Therefore, the transaction closing and the terms we obtained should be viewed as a huge success. The sale of Polkomtel shares will help PKN ORLEN to achieve its strategic objectives, that is to further downsize its debt and create a strong energy conglomerate,” continued Jacek Krawiec. 

Satisfaction with the professional and transparent sale process was also expressed by Herbert Wirth, President of the Management Board of KGHM Polska Miedź S.A. 
”All the shareholders are pleased with this large-scale, professionally completed transaction. We are in the process of disinvesting completely from the telecommunications sector. At present, we are expecting UOKiK to issue a positive opinion on the sale of Dialog S.A. The proceeds will be used by KGHM to implement its strategy assuming greater focus on core business investments. We are actively searching for new deposits in various regions of the world. Polska Miedź has a chance to become major global player,” says Herbert Wirth. ”We are also investing in the power sector, which is to become a significant element of our domestic business diversification.” 
”I am glad that such a difficult and complex transaction was successfully completed,” admitted Tomasz Zadroga, President of the Management Board of PGE. ”As leaving Chairman of the Supervisory Board of Polkomtel S.A., I know how much work and commitment it took to carry it out. I would like to thank all those people who worked tirelessly for months to execute the entire process. We see the sale of Polkomtel shares as another step towards implementing our strategy of concentrating on power sector assets.” 
Jerzy Podsiadło, President of the Management Board and CEO of WĘGLOKOKS S.A. said: “The transaction, which was perfectly executed, is of vital importance to the shareholders, but also, and above all, to the Polish telecommunications and multimedia sector – and that is to say, to everyone of us. The sale is also very important to Węglokoks. With the proceeds from the transaction we will be able to implement more quickly and to a fuller extent the plans to diversify our operations, restructure our business and establish a strong group of companies around Węglokoks. Our involvement in the telecommunications sector was rather limited. The exit and the capital obtained in the process will allow us to concentrate on what we do best – international trade, as well as expand our operations in the sector of mining and mining-related activities. This decision is in line with the strategy we adopted and have been implementing.” 

Spartan Capital Holdings Sp. z o.o. paid the following amounts in cash to Polish selling shareholders: 

PKN ORLEN - PLN 3,672,146,567 
PGE - PLN 3,289,444,171 
KGHM – PLN 3,672,146,567 
WĘGLOKOKS - PLN 749,086,127 

Following the transaction and the purchase of shares by Spartan Capital Holdings Sp. z o.o., none of the former shareholders hold shares in Polkomtel S.A.