Investment Teaser of the Company
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INVESTMENT TEASER OF THE COMPANY This document contains the key information on operations, condition and development prospects of Port Gdański Eksploatacja S.A., whose full block of shares is being sold by its owner – Port of Gdańsk Authority S.A. 1 Port of Gdańsk Authority S.A. (hereinafter: ZMPG), managing one of the most dynamically devel- oping ports in the Baltic Sea basin, invites all interested parties to negotiations regarding the sale of a 100% stake in Port Gdański Eksploatacja S.A. with its registered office in Gdańsk (hereinafter: PGE) – the largest universal cargo handling operator in the Port of Gdańsk. PGE is engaged in the provision of operator services, especially maritime-land transfer and storage services for goods delivered by water, road and railway transport, with a dominant share of general and bulk cargo. The company operates in an area of over 89 hectares in the Port of Gdańsk, characterised not only by an attractive location, but also a considerable investment potential (e.g. Dworzec Drzewny Quay). PGE is currently one of the most interesting and prosperous investment options on the CEE (Central and Eastern Europe) maritime market. The main objective of the sale of a 100% stake in PGE is to concentrate ZMPG on its key activity and to gain an investor for the promising company. In the owner’s opinion, this process, and in particular the additional investment in the company’s suprastructure, will allow the com- pany to strengthen its market position and to build a competitive advantage by providing a comprehensive package of high-quality services based on modern handling equipment, storage areas and port areas with good road and rail connections. We invite all interested parties to read the investment teaser, in which they will find key information about the company’s activities. This document contains the key information on operations, condition and development prospects of Port Gdański Eksploatacja S.A., whose full block of shares is being sold by its owner – Port of Gdańsk Authority S.A. 2 PGE IS CURRENTLY ONE OF THE LARGEST PORT OPERATORS AND CARGO HANDLING COMPANIES EXTENSIVE EXPERIENCE IN THE MARKET Furthermore, the territorial area of PGE’s operations is located in one of the most dynamically developing For nearly 30 years, PGE has been providing professional services in the field of handling and storage of cargo markets of the TSL industry and is ideally connected with in international trade. The experience, built up over road, railway and port communication systems as well the years, reflects the great potential of the company. as the main network of national roads and motorways, which ensures efficient and collision-free transportation of cargo inland without the necessity of passage through VERSATILITY AND COMPREHENSIVE SERVICES the city centre, thus guaranteeing the maintenance PGE’s infrastructure and suprastructure is adapted to of its smooth and efficient movement. handle a wide portfolio of cargo handling operations, including, among others: coal and coke, general cargo and SIGNIFICANT DEVELOPMENT POTENTIAL timber, steel and steel products, scrap, constructions, machinery, vehicles, cars and fertilisers. PGE provides both PGE benefits from investments improving the company’s handling and storage services. The aforementioned charac- accessibility both from the land (e.g. investment pro- teristics of operations make PGE relatively flexible in adapt- grammes of PKP PLK S.A.) and from the sea (modernisation ing its activities to market conditions. of the internal waterway by ZMPG). Moreover, the company is a key beneficiary of ZMPG’s investment programs, one of the flagship projects of which is the work to adapt ATTRACTIVENESS OF THE LOCATION OF THE PORT the Dworzec Drzewny Quay for handling activities AREAS IN WHICH PGE CARRIES OUT ITS OPERATIONS (2018–2021), aimed at activating PGE’s additional operational potential. The synergy effects resulting from the company’s The Port of Gdańsk, within which PGE operates, is Poland’s business model, which is flexible in terms of loading groups, largest port and one of the largest seaports in Central and its experience and attractive location of operations, Eastern Europe, being a base port on the Baltic-Adriatic provides the company with strong foundations for dynamic Corridor of the Trans-European Transport Network (TEN-T). growth in the coming years. 3 GENERAL INFORMATION ABOUT THE COMPANY NAME OF THE COMPANY Port Gdański Eksploatacja Spółka Akcyjna REGISTERED OFFICE Gdańsk, Polska CONTACT DETAILS ul. Roberta de Plelo nr 6, 80-548 Gdańsk, tel. +48 58 737 63 00, fax. +48 58 737 67 69, e-mail: [email protected] NIP 583-000-47-74 REGON NUMBER 190562236 KRS NUMBER 0000365475 DATE OF THE On 15 September 2010, Port Gdański Eksploatacja Spółka Akcyj- COMPANY’S ENTRY na was entered into the Register of Entrepreneurs of the INTO KRS National Court Register by the District Court Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register (file reference number GD.VII NS-REJ.KRS/15138/16/653). SHARE CAPITAL The Company’s share capital is PLN 14,571,900 divided into 291,438 registered shares with a par value of PLN 50 per share. Special rights arising from shares: 289,158 series A shares are preferred shares: (1) regarding voting – each share carries two votes at the General Meeting of Shareholders, and (2) regarding dividends – they grant to the entitled person a dividend higher by 50% than the dividend payable on non-preference shares; 2,280 shares of series B are non-voting shares. The owner of 100% of the shares of PGE is ZMPG S.A. photo by Kacper Kowalski 4 GENERAL INFORMATION ABOUT THE COMPANY A SYNTHETIC HISTORY OF PGE As a result of the privatisation of the Port of Gdańsk carried out in 1991, employee-owned companies were separated from the struc- tures of the Port of Gdańsk (e.g. Port Wiślany, WOC, Basen Górniczy, Westerplatte, Port Północny, Siark-Port AND Chemiki), which played the role of port operators at particular quays, performing handling, storage and other services for cargo managers. PGE was also one of those separated companies. At the beginning of its operations, PGE was a marketing entity and provided mass acquisition services. In the years 1999–2000, as a result of consolidation of previously separated companies acting as port operators (which was the effect of their failure to adapt to market conditions and destabilisation of their financial standing), PGE became the largest and most universal handling operator in Polish sea ports. On 15 September 2010 PGE was transformed into a joint stock company. 5 SERVICES PROVIDEDBY THE COMPANY PGE is the largest operator of the inner part of the Port of Gdańsk and the fourth largest cargo handling operator in the entire port area. It is involved in the service activities of an operator, in particular the performance of cargo handling and storage services. The main services offered by PGE are: cargo transfers between different cargo handling: cargo manipulation including storage: intermediate and long-term storage modes of transport (land and sea); sorting, labelling and repackaging, forming, of cargo using bonded warehouses dismantling of containers; and temporary-storage and customs warehouses; cargo securing on land and at sea; mooring, quayside service, handling supply of dunnage; of various types of vessels and units; recording and retention of forwarding cargo/packaging/container control; handling of dangerous goods. documentation; 6 LOADING GROUPS SUPPORTED PGE is the most versatile operator conducting activities on the 2017–2019 average quays of the Port of Gdańsk, handling a wide range of cargo 10,000 tonnes; 0,3% groups, including coal, ore, liquid fuels, other bulk cargo, 127,800 tonnes; 4,4% 14,000 tonnes; 0,5% load-unit based and conventional general cargo, grain and timber. 748,400 tonnes; 25,8% 1, 109,900 tonnes; 38,3% Coal and coke Othere bulk Coal and coke Ore Liquid fuels Timber General cargo 890,000 tonnes; 30,7% Cereal Othere bulk General cargo Cereal including: including: including: construction and • steel products (e.g. rye and triticale, 10,700 tonnes; 0,3% 8,300 tonnes; 0,2% road aggregates sections, sheet piling, • maize, Ore and other dry bars, rails, wire rods in rapeseed and 143,900 tonnes; 4.2% bulk cargo coils, billets, blooms, maize middlings 267,900 tonnes; 7,8% Jan-Nov 2020 (e.g. feldspar, slabs, sheet metal in bentonite, coils, sheet metal in Timber fertilisers), sheets, pipes, building 1, 439,500 tonnes; 41,8% • bulk sugar, mats), 630,200 tonnes; 18,3% biomass scrap, constructions, Liquid fuels out-of-gauge cargo, project cargo, vehicles, containers, commercial vehicles and other rolling cargo, • other general cargo, including cargo on pallets, in big-bags and crates 941,000 tonnes; 27,3% 7 PGE AND THE INNER PART OF THE PORT OF GDAŃSK The company’s share of handling operations in the cargo turnover carried out in the inner part of the Port of Gdańsk in 2017–2019 and 11 months of 2020 oscillated between 35–38%, which accounted for approx. 6–8% of the handling operations in the entire Port of Gdańsk. Liquid fuels 36% 100% General cargo 32% 75% Timber 69% Cereal 21% 50% Othere bulk 25% 25% 34,6% 37,6% 37,3% 38,4% Ore 100% Coal 93% 0% 0% 25% 50% 75% 100% 2017 2018 2019 JAN-NOV 2020 The share of PGE in the total The share of PGE in the total turnover turnover generated in the inner carried out in the inner part of the part of the Port of Gdańsk, by Port of Gdańsk in 2017–2019 and cargo groups, January–November in January-November 2020 2020 Handling volumes based on data from Dysport system 8 BUSINESS RELATIONS PGE’s key trading partners are naval agents, forwarders, exporters, importers and transport companies, including: In addition, the company maintains business relations with the following entities, among others: Vessel operators: CMA CGM S.A., CNAN Nord SPA, A.P.