Conditional agreement for sale of shares in PGG

Belongs to:

  • Current reports
Title: Conditional agreement for sale of shares in PGG
Date: 2022.03.08
Report no.:  Current report No. 38/2022

Current report No. 38/2022

Date: 3 August 2022

Subject: Conditional agreement for sale of shares in PGG

Legal basis: Article 17 (1) of MAR - inside information

The Management Board of Energa SA (_quot;Issuer_quot;) informs that on 3 August 2022 a conditional agreement was signed for the sale of shares of Polska Grupa Górnicza S.A. ("Conditional Sale Agreement"), ("PGG"). The sellers in the Conditional Sale Agreement include: ECARB Sp. z o.o. (the Issuer's subsidiary), PGNiG Termika S.A., PGE Górnictwo i Energetyka Konwencjonalna S.A., ENEA S.A., Polski Fundusz Rozwoju S.A., Towarzystwo Finansowe Silesia Sp. z o.o. and WĘGLOKOKS S.A., and the purchaser is the State Treasury of Republic of Poland ("State Treasury").

According to the Conditional Sale Agreement, ECARB Sp. z o.o. will sell to the State Treasury all possessed shares in PGG, i.e. 6 000 000 ordinary registered shares (representing 15.32% in the PGG's share capital), for the amount of PLN 1 for all possessed shares. The value of the investment in PGG in the Energa Group's latest published consolidated financial statements as at 31 March 2022 amounted to PLN 0, therefore the sale of PGG shares will not have a significant impact on the net result of the Issuer and of the Energa Group.

The transfer of the ownership of shares will take place provided that the National Support Centre for Agriculture ("KOWR") will not exercise the pre-emption right, pursuant to art. 3a section 1 of the Act of 11 April 2003 on the shaping of the agricultural system.

As a result of the sale of shares in PGG, the Energa Group will not to be the owner of the hard coal mining sector assets, what is consistent with the implementation of its strategic goals in the field of decarbonization.

At the same time, the Issuer explains that its intention is to inform in the form of a separate current report only about the occurrence of circumstances preventing the implementation of the Conditional Sale Agreement, including in particular the exercise by KOWR of the pre-emption right mentioned above.

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