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Petrol Group M&A Activity 2016

Nov 21, 2016

1986_rns_2016-11-21_4a8c9d9f-f5fd-4212-9901-b4c470d5feb3.pdf

M&A Activity

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PETROL, Slovenska energetska družba, d.d., Ljubljana Dunajska c. 50, 1000 Ljubljana tel .: 01 47 14 234 www.petrol.si

Pursuant to Article 586 of the Companies Act-1 (ZGD-1), the Management Board of PETROL d.d., Ljubljana and the Management of ENERGETIKA ČRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o. hereby

announce

that on 18th November 2016, the Contract on Merger by Acquisition, concluded on 3rd October 2016, between ENERGETIKA CRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o., (with its seat in Ljubljana, business address: Ljubljana, Dunajska cesta 152, 1000 Ljubljana, Co. Registration No.: 2222833000) and PETROL, Slovenska energetska družba, d.d., Ljubljana (with its seat in Ljubljana, business address: Dunajska cesta 50, 1000 Ljubljana, Co. Registration No. 5025796000) was submitted to the registration authority.

The managements of both companies hereby notify the shareholders of PETROL d.d., Ljubljana and the sole partner of ENERGETIKA ČRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o.

of their rights

defined in Article 586 of the Companies Act-1 ( ZGD-1) as follows:

For at least one month, the following documents will be available for inspection at the registered offices of the companies in Dunajska cesta 152, 1000 Ljubljana and Dunajska cesta 50, Ljubljana each working day from 10 a.m. to 1 p.m .:

  1. Contract on Merger by Acquisition;

  2. Annual reports of PETROL d.d., Ljubljana and ENERGETIKA ČRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o for the past three financial years;

  3. Final report of ENERGETIKA CRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o. in accordance with paragraph 1, Article 68 of the Companies Act-1 (ZGD-1) on 30th September 2016;

4 Interim balance sheets of these companies on 30th September 2016 (the last day of the third quarter of the year before the conclusion of the Contract on Merger by Acquisition);

  1. Report on the review of the merger by acquisition by the Supervisory Board of PETROL d.d., Ljubljana (ENERGETIKA CRNOMELJ, družba za proizvodnjo in distribucijo energije d.o.o. does not have a supervisory board).

The shareholders and the sole partner have the right to request to be given, free of charge, copies of the above-mentioned documents not later than on the following working day.

Pursuant to Article 599 of the Companies Act-1 (ZGD-1), the Management Board of PETROL d.d., Ljubljana hereby

notifies the shareholders of PETROL d.d., Ljubljana

that, with respect to the simplified merger by acquisition procedure, where consent of the General Meeting of the acquiring company (PETROL d.d., Ljubljana) is not required for the Contract on Merger by Acquisition to be valid, the General Meeting of the acquiring company must decide on consent for the merger by acquisition only if its shareholders, holding at least one-twentieth of the subscribed capital of the acquiring company, demand the convening of the General Meeting to decide on consent for the merger by acquisition, within one month from the date of publishing this notice.

PETROL d.d., Ljubljana Tomaž Berločnik President of the Management Board

Energetika Crnomelj, d.o.o. Janez Grošelj Director