The Management Board of KGHM Polska Miedź S.A. announces that on 15 April 2005 the Company acquired - based on an agreement for the sale of shares between Dolnośląska Spółka Inwestycyjna S.A. (seller) and KGHM Polska Miedź S.A. (buyer) - 282 838 shares of the company Przedsiębiorstwo Budowy Kopalń PeBeKa Spółka Akcyjna, having a nominal value of PLN 61 each and a total nominal value of PLN 17 253.1 thousand.
The total sale price of the shares of PeBeKa S.A. was PLN 36 737.4 thousand. The book value of the shares of PeBeKa S.A. in the accounts of DSI S.A. as at the date of the transaction was PLN 32 860.4 thousand.
The assets acquired represent 100% of the share capital of PeBeKa S.A. and grant the right to 100% of the votes at the General Shareholders Meeting.
These shares were entirely purchased with cash. Payment for the acquired shares will take place on 18 April 2005.
Acquisition of these shares was financed by the internal funds of KGHM Polska Miedź S.A.
These assets represent a long term equity investment.
Dolnośląska Spółka Inwestycyjna S.A. is a fully-owned subsidiary of KGHM Polska Miedź S.A.
The criteria used for describing the assets as significant is that the financial assets acquired by KGHM Polska Miedź S.A. represent over 20% of the share capital of PeBeKa S.A.
An agreement was simultaneously signed on 15 April 2005 between DSI S.A. and KGHM Polska Miedź S.A. for the acquisition/disposal of debtors, based on which DSI S.A. sold to KGHM Polska Miedź S.A. the debtors of DSI S.A. with respect to PeBeKa S.A. in the amount of PLN 2 400 thousand. The purpose of this transaction was to refinance these debtors (a loan) related to the need to increase the financial resources of PeBeKa S.A. for investing in the replacement of its machine park.
The transactions for the purchase of the shares of PeBeKa S.A. and the debtors of DSI S.A. with respect to PeBeKa S.A. are related to the reorganisation of the Group, bringing order to the ownership structure and to the plans towards PeBeKa S.A. related to increasing the role of PeBeKa S.A. in providing mining services (preparatory work) to KGHM Polska Miedź S.A.
In addition, based on a separate agreement dated 15 April 2005 between KGHM Polska Miedź S.A. and DSI S.A., DSI S.A. will grant KGHM Polska Miedź S.A. an interest-bearing loan in the amount of PLN 26 827.4 thousand for a period starting 19 April 2005 to 30 September 2006, with the possibility of shortening the loan repayment period at the request of the borrower.