Unipetrol will play with a double share. Who is to blame?

The fact that the privatization of Unipetrol took place under as yet unclear conditions is well known. However, many minority shares are dissatisfied with the way they are managed, and especially with the informed (in) openness of the company, which is currently controlled by the Polish concern PKN Orlen. What about PKN?

The last step, which was taken by the association Stop the sale of Unipetrol (SRU), was the resolution of the extraordinary resolution of the Unipetrol General Meeting held on September 29, 2006. The SRU association was established Unipetrol (especially in connection with the sale of subsidiaries).

As stated by Jakub ern, Chairman of the SRU Association, the Chairman of the General Meeting discussed this item due to the decision of the Board of Directors that this item is not final. According to business conclusion It is quite obvious that the board of directors of the company is, in principle, always obliged to discuss at the general meeting the matters proposed in a rather general meeting,

In November, the association even turned to Prime Minister Mirek Topolnek with a full cancellation of the entire privatization of the holding, which, according to him, is the only way to protect the interests of small shares. The biggest thorn in the eye of SRU is the opacity in the sale of Kauuk and Spolana, which, according to black shareholders, makes it impossible to assess the appropriateness of the transactions (a much more suitable offer appeared in the selection office, not submitted by the Polish company Dwory).

In addition, PKN Orlen enforced at the spring general meeting that the choice of the buyer company will be entirely managed by the company (based on the amendment of the articles of association, which took place at the spring general meeting on the proposal of PKN Orlen). The living general meeting then did not approve the change in the articles of association, through which small shareholders would have access to information about the company’s strategic changes.

According to Unipetrol, the method of sale ultimately did not have a negative effect on the company’s share price or on the breeding investor. “The price at which SPOLANA was sold was not in conflict with the real market, as evidenced by its reaction. The share price of UNIPETROL did not increase by 6% from the published detailed information on the sale of SPOLANA to the date of the fall in the share price. The shares of UNIPETROL have in their portfolios international investments of banks and pension funds, which use informed resources for the company and the standard IR communication between them. UNIPETROL will provide the same information to the market even after the sale of Kauuk is completed, ”said Michaela Lagronov, speaking to Unipetrol.

Unfortunately, even the Stop Stop sale will go far in some of its comments, and even if it declares that it represents all minority shares, it will probably not be quite true. PKN Orlen’s alleged leadership for being liable for a fine received by Unipetrol Kauuk’s subsidiary from the European Commission for a cartel agreement was a certain offense (the fine was imposed for the period when PKN Orlen did not control Unipetrol). Thus, he is not fully sure whether all such steps will affect the price of the company’s action. The activities of the association, which claims to act in favor of all small shares, will turn against it (it is true that the price of the share does not react to the activities of the SRU in any way, but in the investor it does not determine a good picture).

What share funds can you invest in?

The fact that Unipetrol is not all in the bottom, however, is not only proved by the activity of SRU. Last year, Sdruen Minority Shares (SMA) carried out similar activities. Since August last year, the SMA bag has stopped working.

The game in the dispute with PKN Orlen and the management of Unipetrol is the company Goldenfrazil limited, which several times found itself dissatisfied with the informed openness of Unipetrol. The first of her proposals was an extraordinary general meeting in the winter of this year. Although the company sent 38 questions to the company a few days before the General Meeting concerning the public economic results and others in the future (especially the companies Spolana and Kauuk), Unipetrol refused to comment on these questions, saying that they were trade secrets and timely and detailed information. they can damage the sale.

The company approached the sale of Spolana as follows: “We strongly refuse to keep the information secret from the shareholders. We provide them with information to the extent that we have a meme and a meme. Immediately after the signing of the agreement on the sale of Spolana (October 27, 2006), UNIPETROL held a press conference, where it informed about the sale. All materials (first presses, presentations, expert opinions and so-called fairness opinions) were placed on the Unipetrol website at the end of the conference press. “Unfortunately, the problem is that the minority shareholders, as co-owners of the company, wanted to know this information in advance and they were not able to do so at first.

It is necessary to change the Dutch company MEI, which owns approximately 15% of Paramo’s shares (73.5% owned by Unipetrol). It suspects that Paramo is inadmissibly favoring the main share of Unipetrol, controlled by the Polish concern PKN Orlen, over other shares. And NB submitted about the activities of Paramo. In addition, this week MEI filed an action for annulment with the court for annulment of the resolution of the Extraordinary General Meeting held on June 5, due to errors in the approval of the General Meeting and the rejection of the hearing of the first report for 2005.

Even in this case, Unipetrol explained its defense. “PARAMO and Unipetrol – in the case of extraordinary general meetings – proceeded in accordance with the applicable first regulations. Both Paramo and Unipetrol are prepared to oppose the invalidity of the resolutions of the present General Meetings by Middle Europe Investments and Stop the sale of armor by very available means. ” pe se v prohlen společnosti.

The PKN Orlen company and its seriousness are also spoken of against a mediocre case in case of non-compliance with the contract with Andrej Babi, and his company Agrofert has long sought to take over Unipetrol. In connection with the privatization of Unipetrol, PKN and Agrofert concluded several agreements on the purchase of shares in some companies belonging to the holding company. PKN Orlen refused this bag and distances itself from the contracts, for which Agrofert of course pays for it and demands compensation in excess of 20 billion K.

M is on the side of PKN Orlen. How long this dispute will last, the bag sdruen Stop sale cannot be relied on with certainty, the courts and the possibility to annul privatization. It should be added, however, that if Unipetrol and its majority owner PKN Orlen had nothing to hide, they would probably try to avoid these excess verbal variegations and would not provoke their investors with their negative attitude.

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