No. 41/2000 | 30-06-2000
Nafta Polska has determined the final number of shares to be sold in the Sale Offer
Pursuant to Article 81 of the Act of 21 August 1997 “Law on Public Trading in Securities", Polski Koncern Naftowy ORLEN S.A. hereby advises as follows:
1.On 30 June 2000 the Management Board of Nafta Polska S.A., based on the recommendation of the Global Coordinators: CAIB Securities S.A., Lehman Brothers International (Europe) and Wielkopolski Bank Kredytowy S.A. has determined the Sale Price per one share of PKN ORLEN S.A. at PLN 20.50 (say: twenty and 50/100 Polish zlotys). That means that the retail investors who delivered their subscription forms in the Initial Subscription Period (by 26 June 2000) will pay PLN 18.45 (say: eighteen and 45/100 Polish zlotys) for the shares allocated to them (at a 10% discount) while the retail investors who delivered their subscriptions in the Final Subscription Period will pay PLN 19.70 (say: nineteen and 70/100 Polish zlotys) for the shares allocated thereto (at a 4% discount).
2.The Management Board of Nafta Polska SA has determined the final number of shares to be sold in the Sale Offer at PLN 109,250,000 (say: one hundred nine million two hundred fifty thousand), and the number of shares to be sold in the various tranches, where:
1) 43,700,000 (say: forty three million seven hundred thousand) shares shall be sold in the Retail Offering at a special stock exchange session;
2) in the Institutional Investors Offering -- 65,550,000 (say: sixty five million five hundred fifty thousand) shares, of which:
(a) 19,950,000 (say: nineteen million nine hundred fifty thousand) shares shall be sold in the Domestic Institutional Offering on the market organised by Wielkopolski Bank Kredytowy SA on the basis of a permit of the Polish SEC issued pursuant to Article 92 of the “Law on Public Trading in Securities";
(b) 45,600,000 (say: forty five million six hundred thousand) shares will be sold on the International Institutional Offering, including the Over-Allotment Option.
3.The Management Board of Nafta Polska S.A., acting on the basis of the recommendation of the Global Coordinators: CAIB Securities S.A., Lehman Brothers International (Europe) and Wielkopolski Bank Kredytowy S.A., has allocated the shares in the Domestic Institutional Offering as well as the shares and GDRs in the International Institutional Offering.
4.The Company, as a party besides Nafta Polska S.A., has entered into the following two agreements:
(a) an underwriting agreement for the purchase of 31,350,000 (say: thirty one million three hundred fifty thousand) shares and additionally for the purchase of 14,250,000 (say: fourteen million two hundred fifty thousand) ordinary bearer shares of PLN 1.25 nominal value each of PKN ORLEN S.A. in the form of shares or Global Depository Receipts offered in the International Institutional Offering, with Lehman Brothers International (Europe) and CA-IB Investmentbank Aktiengesellschaft (CA-IB), acting as the leading managers from among a number of managers;
(b) an underwriting agreement for the purchase of up to 19,950,000 (say: nineteen million nine hundred fifty thousand) ordinary bearer shares of PLN 1.25 nominal value each of PKN ORLEN S.A. offered in the Domestic Institutional Offering, with CAIB Securities S.A. and Wielkopolski Bank Kredytowy S.A. acting as Domestic Coordinators and with Dom Maklerski WBK S.A., Bank Rozwoju Eksportu S.A., Dom Inwestycyjny BRE Banku S.A., Centralny Dom Maklerski Pekao S.A., Centrum Operacji Kapitalowych Banku Handlowego w Warszawie S.A. and CAIB Investmentbank Aktiengesellschaft, whose task is to ensure success of the Sale Offer.
The fee payable by Nafta Polska S.A. against the received Sale Price for the shares with respect to each of the underwriting agreements amounts to, respectively:
(a) 1.5% of the product of the price and the number of underwritten shares as provided in the agreement referring to the sale of shares of Global Depository Receipts offered in the International Institutional Offering;
(b) 1.425% of the product of the price and the number of underwritten shares as provided in the agreement referring to the sale of shares offered in the Domestic Institutional Offering.
All the capitalised terms as used in this current report shall have the meanings as defined in the Information Document included in the current report No. 32 of 7 June 2000.