11-12-02 BP announced that it has signed an agreement to sell 494 service stations in Germany to PKN Orlen, Poland's largest manufacturer and distributor of fuels. The sale of these stations -- based in North and North East Germany -- enables BP to take a major step towards meeting the German Federal Cartel Office's condition when approving BP's acquisition of Veba Oil that it sell 4 % of the combined BP/Aral retail market share of 26 %, based on year 2000 volumes, as the sites involved equate to 2.4 %.
PKN Orlen, which is quoted on the Warsaw and London stock exchanges, is acquiring these stations as part of its strategy to develop a pan-regional retail network and to take advantage of the opportunities represented by Poland's accession to the European Union in 2004. PKN Orlen will pay EUR 140 mm in cash, including the assumption of debt for the stations, subject to adjustments at closing. The parties expect to close the deal, which is conditional on regulatory approvals, on February 28, 2003.

Following the completion of the acquisition, the stations in Germany will be re-branded with the premier Orlen brand during 2003. PKN Orlen intends to base its regional headquarters in the Hamburg area. "We are pleased to be selling these assets to a company which will establish a significant presence in the German fuels market," says Jean-Baptiste Renard, BP group vice president, European marketing.
"We shall now concentrate on finalising the further divestments required to meet in full the Federal Cartel Office's conditions while at the same time continuing the integration of the BP, Veba and Aral businesses in Germany." PKN Orlen was established in 1999 following the merger of Petrochemia Pock with Centrala Produktow Naftowych.

Today, 72 % of PKN Orlen's shares are held in the hands of private investors both in Poland and internationally and the company has a market capitalisation of approximately EUR 2 bn. The activities of PKN Orlen in the integrated refinery and petrochemical complex in Pock include crude-oil processing into a wide range of products such as unleaded gasoline, diesel oil, furnace oil, aviation fuel, plastics and petrochemicals.
PKN Orlen operates the largest network of fuel stations in Poland, which includes nearly 2,000 fuel stations under the Orlen, CPN and Petrochemia Pock brands. "This is an extremely significant step in our strategy of expanding our marketing operations both in and outside Poland," says Slawomir Golonka, Vice President of the Management Board and Chief Marketing Officer of PKN Orlen. "This acquisition is an important first stage in building a strong and lasting presence in western Europe's largest energy market."

Lehman Brothers and CA IB are advising PKN Orlen while BP are being advised by Deutsche Bank.