Amendment to the Agreement on cooperation in the division of Elektrownia Ostrołęka sp. z o.o.
Belongs to:
- Current reports
Current report No. 19/2021
Date: 27 May 2021
Subject: Amendment to the Agreement on cooperation in the division of Elektrownia Ostrołęka sp. z o.o.
Legal basis: Article 17(1) MAR - inside information.
The Management Board of Energa S.A. ("Issuer") informs that on 27 May 2021 the Issuer, ENEA S.A. and Elektrownia Ostrołęka Sp. z o.o. (the "SPV") have entered into an amending agreement ("Annex") to the Agreement on cooperation in the division of Elektrownia Ostrołęka Sp. z o.o., the conclusion of which was announced by the Issuer in current report No. 84/2020 of 22 December 2020 ("Division Agreement").
Pursuant to the Division Agreement, as amended by the Annex, the separation of the Gas Project from the SPV will be effected either (i) through the sale by the SPV of assets and liabilities (rights and obligations) and other elements comprising the Gas Project or (ii) through the division of the SPV by way of separation within the meaning of the Commercial Companies Code ("Transaction"). The possibility of separating the Gas Project from the SPV through the sale of assets and liabilities was not addressed in the original Division Agreement.
Also in the event of sale of the Gas Project, it should be sold to a company indicated by the Issuer and being a part of the capital group of the Issuer or of the capital group to which the Issuer belongs, following independent valuation of the organised part of the enterprise comprising the Gas Project carried out by a professional third party.
The Annex further introduced the following provisions amending the Division Agreement:
1) the Issuer has the binding authority to ultimately select the manner of carrying out the Transaction, taking into account the legitimate interests of ENEA S.A. as a shareholder of the SPV.
2) in the event that the sale is opted for, after the execution of the Transaction, it is permitted to carry out separation (within the meaning of the Commercial Companies Code) of the rights and obligations assigned in the capacity contract for a 15-year support period concluded as a result of the SPV's participation on 21 December 2018 in the Capacity Market auction for the 2023 delivery year; the decision as to the separation of the capacity contract will be subject to separate arrangements.
The parties plan to conclude the Transaction by the end of the second quarter of 2021 (this date is not specified in the Division Agreement as amended by the Annex).