Current report no 73 / 2011

Current report no 73 / 2011 - 4 August 2011 / 00:00

Signing the contract to acquire Przedsiębiorstwo Napraw Infrastruktury Sp. z o.o.

The Management Board of Budimex SA announces that on 4 August 2011 a contract was signed pursuant to the act on commercialisation and privatisation and the act on commercialisation, reconstruction and privatisation of public enterprise Polskie Koleje Państwowe SA, under which Budimex SA purchases from PKP SA, for cash, 100% of shares in the company under the name of Przedsiębiorstwo Napraw Infrastruktury Sp. z o.o. with its registered office in Warsaw. The shares acquired constitute 100% of the share capital of PNI Sp. z o.o. and entitle to 100% of votes at the Meeting of Shareholders of PNI Sp. z o.o. The nominal value of the acquired shares amounts to PLN 178,868,500.00, and their purchase constitutes a long-term strategic investment project of Budimex SA.
Contract value: PLN 225,016,573.00
Source of financing: own funds
The contract is conditional in character. It is effective from the date of signing; however, the title to the acquired shares shall transfer to Budimex SA after obtaining the following approvals required by law – of the Minister of Infrastructure for the management by PKP SA of the shares of PNI Sp. z o.o., of the President of UOKiK for concentration and granting consent for the transaction by the Supervisory Board of PKP and the Meeting of Shareholders of PNI Sp. z o.o. If the conditions are not met by 31 October 2011, the contract shall be terminated unless the Parties agree otherwise. The Parties agreed that in the event the conditions specified in the contract occur, Budimex SA shall be entitled to withdraw from the contract by the date of share title transfer at the latest.
The Employee Guarantee package for the employees of PNI Sp. z o.o. signed between Budimex SA and trade unions operating in the acquired company constitute an attachment to the contract to become effective on the date of share title transfer.
PNI Sp. z o.o. is a company dealing in the construction and modernisation of railway routes. Budimex SA does not plan to change the scope of activities of the acquired company.
The connections between Budimex SA, members of the Management Board and Supervisory Board of Budimex SA and PKP SA, a company owned by the State Treasury selling the shares of PNI Sp. z o.o., are not known.
The value of assets acquired exceeds 10% of the equity of Budimex SA.