Following approvals by the statutory bodies of UNIPETROL, a.s. and Unipetrol RPA, s.r.o. (jointly "UNIPETROL"), on 24 March 2010 UNIPETROL, a.s. and Unipetrol RPA, s.r.o. as the sellers entered into an agreement for the sale and purchase of shares in CELIO a.s. (the "SPA") with TICATANOR s.r.o. ("TICATANOR"), a special purpose vehicle owned by two top managers of CELIO a.s. ("CELIO"), as the buyer, concerning TICATANOR's acquisition from UNIPETROL of a 50% shareholding in CELIO (the "Transaction").
Currently 10.53% of the shares in CELIO are owned by UNIPETROL, a.s., 40.53% of the shares are owned by Unipetrol RPA, s.r.o. and 48.94% of the shares are owned by B.E. Fin S.A.
Under the SPA the 10.53% shareholding in CELIO is to be sold by UNIPETROL, a.s. and a 39.47% shareholding is to be sold by Unipetrol RPA, s.r.o.
The execution of the SPA with TICATANOR is considered part of UNIPETROL's complete exit from CELIO, while the remaining 1.06% of the shares currently owned by UNIPETROL RPA, s.r.o. shall be sold to B.E. Fin S.A., another shareholder in CELIO right after the closing of the Transaction.
The closing of the Transaction and the sale of 1.06% of the shareholding in CELIO by Unipetrol RPA, s.r.o. to B.E. Fin S.A. resulting in UNIPETROL's divestment of its entire 51.06% shareholding in CELIO, upon receipt of the full purchase price for 50% of the shares from TICATANOR and 1.06% of the shares from B.E. Fin S.A. is subject to the approval of the general meeting of CELIO. If the general meeting approves both transfers, closing shall take place in April 2010, when the purchase prices will be publicly announced. After UNIPETROL's exit, CELIO should be equally owned by B.E. Fin S.A. and TICATANOR.
CELIO is a waste management company operating landfill for hazardous, as well as other, waste in the Růžodol area near Litvínov. In 2009, CELIO generated sales from own products and services of CZK 97.3 million and it has 34 employees.
B.E. Fin S.A. is a part of S.R.I.W S.A., a Belgian state-owned company focused on promoting economic development of the Wallonia region. B.E. Fin S.A. focuses on environmental investments and activities.
In Prague, 24 March 2010
UNIPETROL, a.s.
Reg. Announc. No. 4/2010