Current Report No. 85/2020
Date: 22 December 2020
Subject: Investment agreement on directional principles of cooperation
in construction of Ostrołęka C Power Plant
Legal basis: Article 17(1) MAR – inside information
The Management Board of Energa SA (“Issuer”) informs that on 22 December
2020 it has signed with PKN ORLEN S.A. (“PKN ORLEN”) and Polskie
Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”) (“Parties”) an investment
agreement on directional principles of cooperation in construction of
gas power plant in Ostrołęka C Power Plant (“Investment agreement”),
(“Gas Project”). The Parties of the Investment agreement declared to
cooperate in realization of the Gas Project by setting up a new company
that will acquire selected assets and liabilities necessary to realize
the Gas Project, from Elektrownia Ostrołęka Sp. z o.o. headquartered in
Ostrołęka („EOC”). Acquisition of the selected assets and liabilities
necessary to realize the Gas Project will be possible thanks to the
agreement concluded between the EOC shareholders, i.e. ENERGA and ENEA
S.A., and EOC, about which the Issuer informed in current report No.
84/2020 of 22 December 2020.
In the Investment agreement signed today the Parties concluded that the
Issuer and PKN ORLEN will acquire jointly 51% of shares in the share
capital of the newly established company and the same percentage of the
total number of votes at its shareholders meeting, and PGNiG will
acquire the remaining 49% of shares in the share capital of the newly
established company and the same percentage of the total number of votes
at its shareholders meeting. Breakdown of the number of shares between
the Issuer and PKN ORLEN will be agreed separately by the Issuer and PKN
ORLEN during acquiring of the shares. Shares in the newly established
company will not be preferred and shareholding rights will be realized
according to the principles described in the Polish Commercial Companies
Code.
Moreover the Parties of the Investment agreement concluded the structure
of the newly established company, including principles of its shares
disposal, personal rights of its shareholders regarding appointments and
dismissals of members of the management and supervisory boards,
principles of voting rights execution on its corporate bodies meetings
and other principles of its functioning.
The limit of financial exposure of the Parties in the realization of the
Gas Project will be determined proportionally to the share in the share
capital of the newly established company.
The Parties assume that all factors enabling establishing of the new
company, including approvals of relevant antitrust authorities, will be
realized by 30 June 2021. Additionally, PGNiG will be able to join the
newly established company after conducting due diligence of the Gas
Project and obtaining PGNiG corporate bodies approvals.
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