IMPLEMENTATION OF NEW MODEL OF CORPORATE GOVERNANCE WITHIN UNIPETROL GROUP – NEW ASPECTS OF PROCESS OF RESTRUCTURING OF BUSINESS ACTIVITIES OF CHEMOPETROL, A.S. AND UNIPETROL RAFINÉRIE A.S.In connection with the pending implementation of the new model of corporate governance within a group of companies, in which UNIPETROL, a.s. („Unipetrol") is a controlling entity, Unipetrol decided on the change of the manner of restructuring of current business activities of CHEMOPETROL, a.s. („Chemopetrol") and UNIPETROL RAFINÉRIE a.s. („Uniraf"), as follows:
- After 1 January 2007, Chemopetrol and Uniraf will be merged by acquisition pursuant to Section 69a (1) of the Czech Commercial Code into a limited liability company, wholly-owned by Unipetrol (the "NewCo").
- As a result of such merger, Chemopetrol and Uniraf will be dissolved without liquidation provided that the assets (in Czech "jmění") of such companies including the rights and obligations arising from labor law relationships will pass to the NewCo. The NewCo will become a legal successor of dissolved Chemopetrol and Uniraf.
- 1 January 2007 is expected to be a decisive day of the merger.
Change of the current business activities of Chemopetrol and Uniraf through the merger by acquisition shall lead to simplifying and improving the effectiveness of the administration and management of the Unipetrol Group of companies, an overall improvement in the Unipetrol Group's competitive position on the relevant markets, and, thus, to achieve benefit for all of Unipetrol's shareholders.
The restructuring of the businesses of Chemopetrol and Uniraf is not expected to result in substantial changes in the area of employment within the Unipetrol Group.
With respect to an inside information of Unipetrol dated 9 November 2006 concerning the intent of Unipetrol regarding the implementation of the new model of corporate governance within the Unipetrol group, Unipetrol states, for sake of completeness, that (a) in connection with the new manner of restructuring of business activities of Chemopetrol and Uniraf, Chemopetrol and Uniraf will not enter into a processing agreement and (b), as a consequence of the merger of Chemopetrol and Uniraf by acquisition into the NewCo, Chemopetrol and Uniraf will not be subject to the conversion from the legal form of a joint stock company into the form of a limited liability company.
Other information contained in the inside information dated 9 November 2006 remains unchanged.
In Prague on December 8, 2006
The Board of Directors of UNIPETROL, a.s.
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