Separation of the Gas Project from Elektrownia Ostrołęka Sp. z o.o. by way of its sale to CCGT Ostrołęka Sp. z o.o.
- Current reports
Current Report No. 24/2021
Date: 25 June 2021
Subject: Separation of the Gas Project from Elektrownia Ostrołęka Sp. z o.o. by way of its sale to CCGT Ostrołęka Sp. z o.o.
Legal basis: Article 17(1) MAR - inside information
With reference to current report No. 84/2020 of 22 December 2020 and current report No. 19/2021 of 27 May 2021 concerning the signing of agreements regarding the Ostrołęka C project - where Energa SA ("Issuer") informed about taking actions aimed at separating the Gas Project from Elektrownia Ostrołęka Sp. z o.o. ("SPV" - an entity related to the Issuer), assets and liabilities (rights and obligations) and other elements comprising the Gas Project - the Management Board of the Issuer informs that it became aware of the conclusion on 25 June 2021 by the SPV as the seller with CCGT Ostrołęka Sp. z o.o. (a 100% subsidiary of the Issuer) as the buyer of the sales agreement (and accompanying agreements, as discussed further in the report) of the SPV's enterprise (excluding certain components - the "Divested Business") intended (serving) for the performance of business tasks involving the construction of a power unit using gas-fuelled power technology located in Ostrołęka ("Gas Power Plant") and subsequent operation of that unit. The sale in question ("Transaction") was made in lieu of the demerger of the SPV by spin-off within the meaning of the Commercial Companies Code, as is apparent from the arrangements covered by current report No. 19/2021 of 27 May 2021.
The Divested Business generally includes all of the SPV's tangible and non-tangible assets used on the date of the Transaction in connection with undertaking preparatory activities to commence the investment process for the construction of the Gas Power Plant.
The transaction aims at enabling the execution of the Gas Project by CCGT Ostrołęka Sp. z o.o, as a company which will replace the SPV in the implementation of the investment located in Ostrołęka, because the Issuer and ENEA S.A. (as the partners of the SPV) concluded agreements on 22 December 2020 (which was reported by the Issuer in current report No. 84/2020 of 22 December 2020), where ENEA S.A. confirmed its statement on withdrawing from the participation in the Gas Project, and at the same time determined that the Gas Project should be implemented by the company to which the assets serving the implementation of the Gas Project are transferred. CCGT Ostrołęka Sp. z o.o. was established as a special purpose vehicle dedicated to the performance of one of the above-mentioned agreements (Division Agreement).
The sale price of the Divested Business (the value of the Transaction) is currently estimated at approx. PLN 166 million. The price has been set provisionally as the Transaction provides for the application of additional considerations to determine the final price.
Additionally, the Issuer explains that due to the fact that the sale of the SPV's real estate to the extent necessary for the implementation of the Gas Project requires a prior geodetic separation of the land and there is a need to introduce other conditions precedent, at the same time, the SPV and CCGT Ostrołęka Sp. z o.o. concluded, as supplementary and executory agreements to the main agreement (sales agreement), a preliminary property sales agreement and a property lease agreement in order to provide CCGT Ostrołęka Sp. z o.o. with the legal title to the property for the purpose of implementing the Gas Project.