Reception of the proposed terms of the transaction for a purchase of shares in Energa Elektrownie Ostrołęka SA by the State Treasury
Belongs to:
- Current reports
Current report No. 20/2023
Date: 15 July 2023
Subject: Reception of the proposed terms of the transaction for a purchase of shares in Energa Elektrownie Ostrołęka SA by the State Treasury
Legal basis: Article 17 (1) of MAR - inside information
With reference to the current report No. 29/2021 of 23 July 2021 on signing a cooperation agreement on the spin-off of coal assets and their integration within the National Energy Security Agency (_quot;NABE_quot;) the Management Board of Energa SA ("Issuer") informs that on 14 July 2023 Energa Wytwarzanie SA (a 100% subsidiary of the Issuer, "EWYT") received from the State Treasury (_quot;Buyer_quot;), represented by the Minister of State Assets, a proposal for a non-binding document ("Document") summarizing the terms of the purchase transaction by the Buyer of all shares in Energa Elektrownie Ostrołęka SA (_quot;EEO_quot;) held by EWYT, constituting 89.64% of EEO's share capital for the purpose of establishing NABE (_quot;Transaction_quot;).
In particular, the Document contains a proposal for the purchase price of shares in EEO, key economic and legal conditions for the Transaction, including key provisions of the preliminary sale agreement and the final sale agreement.
According to the Document, the amount of the sale price of the shares in EEO is PLN 153 million (_quot;Sale Price_quot;) based on the Enterprise Value determined using the locked-box mechanism as at 30 September 2022.
As at the date of this report, EEO has no intra-group debt.
The Document does not constitute an offer or obligation to conclude any contract.
The Document will be subject to further negotiations between EWYT and the Issuer with the State Treasury, the aim of which will be to finalize and sign the Document summarizing the terms of the Transaction for the acquisition of shares in EEO by the State Treasury. The Document will be signed only if negotiations between the State Treasury and the Issuer, EWYT and the following companies are completed: TAURON Polska Energia S.A., PGE Polska Grupa Energetyczna S.A. and ENEA S.A.
The Document is not binding. The Issuer and EWYT will conduct a detailed analysis of the Document. Possible acceptance of the proposal will depend on the Issuer obtaining the necessary corporate approvals.
The Document agreed and signed by the parties will be the basis for the Minister of State Assets to submit an application to the Prime Minister for the purchase of shares held by EWYT in EEO.
The core business of EEO is the production of electricity and heat based on conventional sources. The EEO consists of three power units with a total capacity of 690 MW. EEO is the only shareholder of Energa Serwis Sp. z o. o. and ECARB Sp. z o. o.