The register of entrepreneurs of the National Court Register (KRS) records the merger of PKN Orlen with Grupa Lotos, as well as an increase in the share capital and amendments to the Articles of Association of PKN Orlen adopted by the extraordinary general meeting of PKN Orlen on July 21, 2022, the company said.
The merger was carried out in accordance with Art. 492 paragraph 1 point 1 of the Commercial Companies Code [Code of Commercial Companies], by transferring all the assets of Grupa Lotos, including all rights and obligations (assets and liabilities) of Grupa Lotos (the acquired company), to the company (acquiring company), with the simultaneous increase of the company’s share capital in by issuing merger shares, which the company will issue to the shareholders of Grupa Lotos, PKN Orlen reported.
– Pursuant to Art. 493 paragraph 2 of the Code of Commercial Companies, the merger took place on the date of its entry into the register appropriate for the seat of PKN Orlen. This entry results in the removal of Grupa Lotos from the register – we read in the release.
PKN Orlen assumed all the rights
On August 1, 2022, PKN Orlen assumed all the rights and obligations of Grupa Lotos, in accordance with the provision of Art. 494 paragraph 1 of the Commercial Companies Code (universal succession), underlined.
In connection with the merger, the share capital of the firm was increased from PLN 534,636,326.25 to PLN 783,059,906.25. After the registration of the increase in the company’s share capital, the total number of shares of all issues is 626,447,925 shares with a par value of PLN 1.25 each.
Earlier, the management board of the Warsaw Stock Exchange (WSE) decided to suspend trading in the Lotos Group’s shares on the main market from July 29, 2022 until their exclusion from trading on the WSE main market, in connection with the merger of Grupa Lotos with Orlen.
Lotus is one of the few Polish firms still operating in Russia and it will be interesting to see if they will keep doing so after the merger.
The withdrawal of Grupa Lotos from trading is a consequence of the acquisition of Grupa Lotos by Orlen. On July 20 this year the transaction was approved by the shareholders of Grupa Lotos, and on July 21 this year a similar decision was made by the shareholders of PKN Orlen. The European Commission issued the final decision on this matter on June 20, 2022.
Manages six refineries in Poland
The PKN Orlen Group manages six refineries in Poland, the Czech Republic and Lithuania, and is also active in Poland and Canada. Its consolidated sales revenues reached PLN 131.5 billion in 2021. The company has been listed on the WSE since 1999.