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Changes within the PBG Group's structure

2011-10-10
  • The Management Board of PBG, as announced, starts the process of changes in the PBG Group
  • As part of the ongoing strategy of concentration of activity in the power energy construction sector, installations for natural gas and crude oil and planned for October this year completion of an investment in Tłumaczów, there has began the process of exclusion from consolidation and sale of Strateg Capital
  • In the frameworks of  exclusion of organized activities in order to reduce fixed costs and improve efficiency PBG decreased its stake in the Slovakian company GasOil Engineering
  • Decreasing a stake below the threshold guaranteeing control resulted in the exclusion from full consolidation Strateg Capital and GOE in the fourth quarter
  • PBG will continue to consolidate the net results of these companies adequately to share held, ie: 48.80% of net profit of Strateg Capital and 45.37% of net profit of GasOil Engineering

Reduction of PBG's equity interest in subsidiary Strateg Capital Sp. z o.o. (from 80% to 48,80%)

Decreasing a share below controlling stake in Strateg Capital company, which extracts, processes and sells melaphir, occurred at the end of the third quarter. This is the first step in the process of selling the quarry, which will exclude the company from the consolidation. The shares were sold to Mr Mirosław Borowicz, shareholder and the person responsible for the implementation of the entire project, while acting as the CEO of Strateg Capital. Under this agreement, the buyer submitted a three years binding offer for PBG to sell shares which are being traded, which gives PBG a right of first refusal until September 2014.

At present, there is being finalized a process of selection of an advisor, who will be entrusted with the task of leading the sale of the quarry. PBG Board expects that sales will occur at the end of 2012.

Strateg Capital is not a strategic asset but complementary to the profile of the PBG in the segment of road construction. Sale of shares in Strateg Capital will positively affect the structure of the balance sheet and improve the ratio of a net debt.

Reduction of PBG's equity interest in subsidiary GasOil Engineering a.s. of Poprad, Slovakia (from 62,45% to 45,37%)

Descent below the threshold of a share in the company to guarantee control of GasOil Engineering, which develops infrastructure for gas and oil, occurred at the end of the third quarter. This is a result of the implemented strategy to organize the structure of the PBG Group (which aims to improve efficiency) and agreements between shareholders. The shares were sold to Mr. Marian Siska, the founder of the company, while acting as a chairman of the board. Under this agreement PBG has been provided with a right of first refusal of sold shares until 2016.

GasOil Engineering is not a strategic asset but it supports the profile of the PBG Group's activities. Sale of shares in GOE is a form of outsourcing of organized activities which will lower the fixed costs of the Group. The company will continue to support the PBG Group in the scope of engineering.

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