Signing of a document containing a summary of the terms of the acquisition by the State Treasury of shares in Energa Elektrownie Ostrołęka SA
Belongs to:
- Current reports
Current report No. 22/2023
Date: 10 August 2023
Subject: Signing of a document containing a summary of the terms of the acquisition by the State Treasury of shares in Energa Elektrownie Ostrołęka SA
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 current report No. 20/2023 of 15 July 2023 on the reception of the proposed terms of the transaction for a purchase of shares in Energa Elektrownie Ostrołęka SA by the State Treasury,
- the current report No. 22/2023 of 10 August 2023 on corporate approval regarding the transaction for a purchase of shares in Energa Elektrownie Ostrołęka SA by the State Treasury
the Management Board of Energa SA ("Issuer") informs that on 10 August 2023 Energa Wytwarzanie SA (a 100% subsidiary of the Issuer, _quot;EWYT_quot;) and the State Treasury, represented by the Minister of State Assets, signed the document ("Term Sheet") summarizing the key terms of the purchase transaction by the State Treasury of all shares in EEO held by EWYT (constituting 89.64% of EEO's share capital, hereinafter _quot;Shares_quot;) for the purpose of establishing NABE (_quot;Transaction_quot;).
The Term Sheet contains the key boundary conditions of the Transaction, which were indicated in current report No. 20/2023 of 15 July 2023.
The Term Sheet also specifies the terms upon which the conclusion of the preliminary agreement for the sale of Shares to the State Treasury is conditional, including in particular:
a) reaching an agreement on the content of documentation related to the Transaction, including future financing of NABE and obtaining preliminary credit decisions of banks for financing NABE,
b) positive consideration by the Prime Minister of the application for the purchase of Shares by the State Treasury from the Reprivatisation Fund,
c) obtaining all internal approvals and permissions required to conclude or execute the Transaction,
d) signing of agreements (or relevant annexes) ensuring the functioning of the companies constituting NABE after closing the Transaction,
e) conducting changes in the share capital or the structure of shares of the companies constituting NABE in order to prepare them for the Transaction, including carrying out the conversion.
The Term Sheet does not constitute an offer or obligation to conclude any contract.
As part of the next stage of the Transaction, it is planned to conclude a preliminary agreement, and then a final agreement for the sale of the Shares.