State-owned block of shares in the amount of 99.5667% in the authorized capital of the joint-stock company “Odesa Portside Plant”

Description

Name of the privatization object: block of shares in the amount of 99.5667% in the authorized capital of the joint-stock company “Odesa Portside Plant” (USREOU code: 00206539).

Location: 3 Zavodska St., Pivdenne town, Odesa Oblast, 65481, Ukraine.

USREOU code (ЄДРПОУ): 00206539.

Size of the authorized capital: UAH 798,544,000.00

Number of shares offered for sale: 795,083,903 ordinary registered shares, representing 99.5667% of the authorized capital of “Odesa Portside Plant” JSC.

The main type of economic activity according to the Charter: manufacture of fertilisers and nitrogen compounds (20.15 NACE class).

Average registered number of employees of the Company: 1436 employees (as of 30.06.2025).

Volume of sales of products (works, services) for the period of 2022 – H1 2025: UAH 2,029,871.0 thousand.

In 2022 – H1 2025, the Company did not sell any products (works, services) for export.

The main product range: production of industrial gases (nitrogen, medical oxygen); production of fertilizers and nitrogen compounds (ammonia, urea); transshipment of ammonia, grain crops, ilmenite.

Main financial indicators:

#	Indicators (thousand UAH)	2022	2023	2024	H1 of 2025
1.	Assets	4 997 641	4 781 134	4 566 796	4 444 370
1.1	Fixed assets	4 481 426	4 243 321	4 122 611	4 010 882
1.2	Current assets	278 569	303 348	297 436	288 165
2.	Equity	(10 479 136)	(11 572 664)	(13 413 391)	(13 695 079)
3.	Total income, including:	662 159	494 574	944 219	322 630
3.1	Net income from sales of products             (goods, works, services)	525 116	445 257	878 163	181 335
4.	Total costs, including:	5 015 519	1 589 149	2 783 519	603 419
4.1	Cost of goods sold (goods, works, services)	612 881	361 155	698 319	169 706
4.2	Administrative costs	150 221	140 740	150 832	76 179
4.4	Other operating costs	3 595 665	600 059	1 439 361	98 573
4.6	Income tax expenses	0	0	0	0
5.	Net profit (loss)	– 4 353 360	– 1 094 575	– 1 839 300	– 280 789

As of 30.06.2025, the Company had:

• wage arrears – UAH 184,392.0 thousand;
• debt to the budget – UAH 182,440.0 thousand;
• overdue accounts payable – UAH 16,621,766.0 thousand.

Information about the Company’s real estate: 45 real estate and infrastructure objects (including production, service, logistics complexes and workshops, administrative buildings, as well as a greenhouse and vegetable processing plant, medical and health center, Karpatski Zori recreation center, training and sports water sports and rowing base, etc.), located at the following addresses:

• 3 Zavodska St., Pivdenne town, Odesa Oblast;
• 1a, 5 Odesa-Mykolaiv Highway St., Pivdenne town, Odesa Oblast;
• 21/4 Myru Ave., Pivdenne town, Odesa Oblast;
• 16 Budivelnykiv St., Pivdenne town, Odesa Oblast;
• 6a Petrasha Ivana St., Yaremche town, Ivano-Frankivsk Oblast.

The total area of the real estate objects is 285,449.0 sq. m.

Information about land plots: 32 registered land plots with a total area of 262.9354 hectares, including:

• permanent use rights – 252.4121 hectares;
• lease rights – 4.6894 hectares;
• rights of use (easement) – 5.8339 hectares.

Information on lease agreements: part of the premises of the administrative and residential block at the address: 3-K Zavodska St., Pivdenne town, Odesa Oblast, with a total area of 288 sq. m has been leased in accordance with 1 agreement. The tenant is MigTrans LLC. The term of the existing lease agreement expires on August 17, 2026.

The Company’s balance sheet includes 11 real estate objects (protective facilities, shore protection structures, highways), 5 motor vehicles, and 65 units of equipment and devices that are not included in the Company’s authorized capital and are not subject to privatization.

The Company has no mobilization tasks (orders).

Within the military transport duties, 50 vehicles (machinery) owned by the Company were mobilized in accordance with partial orders.

Volumes of emissions and discharges of pollutants into the environment, waste generation and disposal, information on payment of environmental fees and charges for the period of 2024 – H1 2025:

1. Emissions and discharges of pollutants into the atmosphere – 55,127 tonnes;
2. Emissions and discharges of pollutants into water bodies – 1,352 tonnes;
3. Waste generation and disposal – 2,496 tonnes;
4. Environmental fees and payments: actually paid in total – UAH 2,531 thousand.

Privatization conditions:

• preservation of the Company’s main activities;
• investment in the form of capital contributions for technical re-equipment and modernization (including energy modernization) of production in the total amount of at least UAH 500 million;
• repayment within twelve months from the date of transfer of ownership of the acquired block of shares of debts on wages and to the budget existing on the date of transfer of ownership of the acquired block of shares;
• repayment of the Company’s overdue accounts payable existing on the date of transfer of ownership of the acquired block of shares, except for debts to individuals and legal entities subject to special economic and other restrictive measures (sanctions) in accordance with the Law of Ukraine ‘On Sanctions’, and related persons, as well as creditors whose beneficiaries are citizens/residents of the Russian Federation and/or the Republic of Belarus;
• prevention, during the performance of the buyer’s obligations, of the alienation, transfer to management of the acquired block of shares, alienation, transfer to lease or use/management of the Company’s property/assets to individuals and legal entities subject to special economic and other restrictive measures (sanctions) in accordance with the Law of Ukraine ‘On Sanctions’, and persons associated with them, as well as legal entities whose participants (shareholders) or owners of significant interests are directly or indirectly citizens/residents of the Russian Federation and/or the Republic of Belarus;
• social guarantees for employees in accordance with the requirements of labour legislation;
• compliance with the requirements and additional restrictions of environmental legislation;
• prevention of tax debt;
• prevention of dismissal of the Company’s employees on the initiative of the new owner or its authorised body within six months from the date of transfer of ownership of the acquired block of shares to it;
• fulfilment of the current collective agreement and conclusion of a new collective agreement for subsequent periods after the expiry of the current one, as well as employment of the Company’s dismissed employees in accordance with the law;
• maintenance of civil defence facilities in readiness for use for their intended purpose at the Company’s own expense;
• proper maintenance and storage of state property that was not included in the Company’s authorized capital during its acquisition but remained on its balance sheet;
• transfer of dividends to the state budget based on the results of the Company’s financial and economic activities in 2025 and for the period during which the state, represented by the State Property Fund, owned a stake in the Company in 2026 prior to its sale, in accordance with the requirements of the law;
• within 45 calendar days from the date of transfer of ownership of the acquired block of shares, reimburse the State Property Fund for the costs of paying for the services of the advisor — Pericles Global Advisory, LLC, engaged on the basis of an agreement for the provision of advisory services for the preparation for privatization and sale of 99.5667% of the shares of the joint-stock company ‘Odesa Portside Plant’ dated August 30, 2018 No. 223 and in accordance with the order of the Cabinet of Ministers of Ukraine dated September 25, 2019 No. 884 ‘On the appointment of an advisor to provide services for the preparation for privatization and sale of a block of shares in the public joint-stock company ‘Odesa Portside Plant’ in the amount of 99.5667% of the Company’s authorized capital and sources of payment for its services’ (account number UA 798201720343150002000005357, Treasury, Kyiv, USREOU code 00032945, recipient of funds: State Property Fund of Ukraine), in the amount of UAH 16,466,126.41 (including VAT of UAH 2,727,541.21).

The term for the buyer’s obligations regarding conditions that do not have a specified period of performance is five years from the date of transfer of ownership of the acquired block of shares to the buyer.

Time and place of the object inspection: on weekdays from 08:00 to 15:00; at the following address: 3 Zavodska St., Pivdenne town, Odesa Oblast.

Telephone for inquiries: + 38 (048) 758-60-48.

E-mail: [email protected].

Responsible person: Yuriy V. Kovalskyi.

Auction organizer: State Property Fund of Ukraine, address: 18/9, Henerala Almazova St., Kyiv city, website address – https://www.spfu.gov.ua/, https://privatization.gov.ua/.

Phone for inquiries: +38044 200-31-12; business hours: Mon-Thurs from 09:00 to 18:00, Fri from 09:00 to 16:45; e-mail: [email protected]; responsible person: Oleksiy L. Gordienko.