Equity Investments
Major equity investments in 2012
On 27 March 2012, a Deed of Association of Budimex PPP Spółka Akcyjna was signed. The share capital of the new company amounting to PLN 100,000 thousand (100 shares with a nominal value of PLN 1,000 each) was taken up in full by Budimex SA. The company was entered in the National Court Register on 20 April 2012.
On 27 March 2012, the Deeds of Association of Budimex A Sp. z o.o., Budimex B Sp. z o.o., Budimex C Sp. z o.o., Budimex D Sp. z o.o., Budimex E Sp. z o.o. were signed, in connection with the proposed public-private partnership investments. The share capital of each new company amounts to PLN 5 thousand respectively (100 shares with a nominal value of PLN 50 each) and, in the case of Budimex A Sp. z o.o. and Budimex B Sp. z o.o., was taken up in full by Budimex SA, while in the case of the remaining companies, it was taken up by Budimex PPP SA.
On 28 March 2012, a Deed of Association of FBSerwis Spółka Akcyjna was signed. The share capital of the new company amounting to PLN 6,250 thousand (12,500 shares with a nominal value of PLN 500 each) was taken up by Budimex SA in the amount of PLN 3,063 thousand (6,125 shares) and Ferrovial Servicios SA in the amount of PLN 3,187 thousand (6,375 shares). The company was entered in the National Court Register on 16 May 2012.
On 9 May 2012, the Extraordinary Shareholders’ Meeting of Budimex Parking Wrocław Sp. z o.o. (a wholly-owned subsidiary of Budimex SA) resolved to increase the company’s share capital by PLN 995 thousand, i.e. from PLN 5 thousand to PLN 1,000 thousand by way of establishing 19,900 new shares with a nominal value of PLN 50 each. Budimex SA subscribed all the new shares in the company. The increase in the share capital was registered in the National Court Register on 21 May 2012.
On 9 May 2012, the Extraordinary Shareholders’ Meeting of Budimex Parking Wrocław Sp. z o.o. (a wholly-owned subsidiary of Budimex SA) resolved to increase the company’s share capital by PLN 995 thousand, i.e. from PLN 5 thousand to PLN 1,000 thousand by way of establishing 19,900 new shares with a nominal value of PLN 50 each. Budimex SA subscribed all the new shares in the company. The increase in the share capital was registered in the National Court Register on 21 May 2012.
On 28 June 2012, the Extraordinary Shareholders’ Meeting of Przedsiębiorstwo Napraw Infrastruktury Sp. z o.o. resolved to increase the company’s share capital by PLN 23,000 thousand, i.e. from PLN 218,869 thousand to PLN 241,869 thousand by way of establishing 46,000 new shares with a nominal value of PLN 500 each. Budimex SA subscribed all the new shares in the company. The share capital increase was entered in the National Court Register on 13 July 2012.
On 6 August 2012, Budimex SA concluded with Bank Handlowy in Warsaw SA an agreement for the purchase of shares of Elektromontaż – Poznań SA (previously, an associate of Budimex SA). In the agreement, Budimex SA agreed to purchase 1,075,300 shares for PLN 6.1 per share, i.e. for a total price of PLN 6,559 thousand. Thus, the share of Budimex SA in the share capital and votes at the GSM increased from 30.78% to 50.66%. The agreement was concluded on the condition precedent of obtaining approval for the share concentration. The conditions precedent were fulfilled in January 2013.
On 13 August 2012, the Extraordinary Shareholders’ Meeting of Budimex Parking Wrocław Sp. z o.o. (a subsidiary of Budimex SA) resolved to increase the company’s share capital by PLN 500 thousand, i.e. to the amount of PLN 1,500 thousand. Budimex SA subscribed all 10,000 new shares with a nominal value of PLN 50 each. The share capital increase was entered in the National Court Register on 29 August 2012.
On 7 December 2012, Budimex SA and Budimex Kolejnictwo SA (previously operating under the name of Budimex Serwis SA) concluded an agreement for the sale of all the shares in Przedsiębiorstwo Napraw Infrastruktury Sp. z o.o. for PLN 5,002 thousand.
On 14 December 2012, the Extraordinary Shareholders’ Meeting of FBSerwis SA resolved to increase the company’s share capital by PLN 13,350 thousand, i.e. from PLN 6,250 thousand to the amount of PLN 19,600 thousand, by way of issuing 26,700 new ordinary registered shares with a nominal value of PLN 500 per share. All the new shares were purchased by existing shareholders, i.e. by Ferrovial Servicios SA - 13,617 shares with a value of PLN 6,808 thousand and by Budimex SA – 13,083 shares with a value of PLN 6,542 thousand. The share capital increase was entered in the National Court Register on 13 February 2013.
On 14 December 2012, the Extraordinary Shareholders’ Meeting of FBSerwis SA resolved to increase the company’s share capital by PLN 13,350 thousand, i.e. from PLN 6,250 thousand to the amount of PLN 19,600 thousand, by way of issuing 26,700 new ordinary registered shares with a nominal value of PLN 500 per share. All the new shares were purchased by existing shareholders, i.e. by Ferrovial Servicios SA - 13,617 shares with a value of PLN 6,808 thousand and by Budimex SA – 13,083 shares with a value of PLN 6,542 thousand. The share capital increase was entered in the National Court Register on 13 February 2013.
On 21 December 2012, the Extraordinary Shareholders’ Meeting of Budimex A Sp. z o.o. resolved to increase the company’s share capital by PLN 70 thousand, i.e. from PLN 5 thousand to PLN 75 thousand, by way of issuing 1,400 new shares with a nominal value of PLN 50 per share. Budimex SA subscribed all the new shares. The share capital increase was entered in the National Court Register on 22 January 2013.
On 21 December 2012, the Extraordinary Shareholders’ Meeting of Budimex B Sp. z o.o. resolved to increase the company’s share capital by PLN 70 thousand, i.e. from PLN 5 thousand to the amount of PLN 75 thousand, by way of issuing 1,400 new shares with a nominal value of PLN 50 per share. Budimex SA subscribed all the new shares. The share capital increase was entered in the National Court Register on 22 January 2013.
On 21 December 2012, the Extraordinary Shareholders’ Meeting of Budimex Kolejnictwo SA resolved to increase the company’s share capital by PLN 7,900 thousand, i.e. from PLN 100 thousand to PLN 8,000 thousand, by way of issuing 158,000 new ordinary registered shares with a nominal value of PLN 50 per share. Budimex SA subscribed all the new shares. The share capital increase was entered in the National Court Register on 6 February 2013.
Loans granted during the year, including in particular Issuer loans to related parties
On 24 October 2012, Budimex SA concluded a loan agreement with subsidiary FBSerwis SA, in which it holds 49% of the shares. Under the agreement, Budimex SA extended to FBSerwis SA a loan for up to PLN 3,000 thousand. The loan repayment date, inclusive of interest, was scheduled for 21 December 2012, and the loan together with interest was repaid on that date.
On 1 December 2012, an agreement concerning a loan granted in 2004 to Budimex SA by Ferrovial Infraestructuras SA (currently Cintra Infraestructuras SA) was extended, and the interest due for the period from 1 December 2011 was capitalised. Therefore, the amount of the loan increased by EUR 54 thousand to EUR 1,981 thousand. The loan repayment date is 1 December 2013.
On 19 December 2012, Budimex SA concluded a loan agreement between Budimex Parking Wrocław Sp. z o.o., in which Budimex SA holds 100% of the shares. The loan in the amount of PLN 5,566 thousand is available until 30 April 2014. As at 31 December 2012, it had not been drawn down. The loan was granted for the purpose of financing a Car Park Development Project in Wrocław.