Current report No.: 9/2008
Current report No.: 9/2008
Date prepared: 18 November 2008
Short name of issuer: ENEA S.A.
Subject: Exercising the stabilization option
Legal basis: Article 56 par. 1 pt. 2 of the Act on Offerings – current and periodic information
Content of the report:
Acting pursuant to Clause 5 par. 1.6 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities of 19 October 2005, the Management Board of ENEA S.A. (the “Company") announces that on 17 November 2008, on the basis of the subscription guarantee agreement, a stabilization option was exercised as a result of which Credit Suisse Securities (Europe) Limited (the “Main Offering Manager") acquired 300,610 rights to series C shares with a total value of PLN 4,619,272. The average unit price of acquiring the rights to series C shares was PLN 15.37. The rights to series C shares will be entered in the Company’s account on 20 November 2008. The due amount of PLN 4,619,272 on account of the acquired rights to series C shares will be settled from funds in the escrow account kept for the Company.
The acquisition of rights to series C shares through stabilization transactions was effected on the basis of Article 2 of Resolution No. 4 of the Company’s Extraordinary General Meeting of Shareholders, held on 10 October 2008, on applying for shares and rights to shares to be admitted and introduced to trading on the regulated market, the dematerialization of shares and rights to shares, and authorisation to conclude an agreement with Krajowy Depozyt Papierów Wartościowych S.A. (the National Depository of Securities), amended by Resolution No. 2 of the Company’s Extraordinary General Meeting of Shareholders held on 3 November 2008, in accordance with Commission Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and Council with respect to exemptions for programmes involving the repurchase and stabilization of financial instruments (the “Regulation on Stabilization").
In connection with the public offering of series C shares, the Main Offering Manager, acting as the stabilization manager (the “Stabilization Manager"), can acquire rights to series C shares as well as series C shares on the Stock Exchange in order to stabilize their stock market price at a level higher than that which would otherwise be established. The acquisition of rights to series C shares or series C shares themselves through stabilization transactions will be effected according to principles specified in the Regulation on Stabilization. It will be possible to carry out share acquisition transactions for a period not longer than 30 days from the commencement date for listings of rights to series C shares on the Stock Exchange, at a price not higher than the issue price with a discount. However, the Stabilization Manager is not obliged to carry out any stabilization activities. In connection with the stabilization transactions, the Company has granted the Stabilization Manager a stabilization option, by virtue of which that Manager is entitled to transfer to the Company rights to series C shares or series C shares themselves in a quantity not greater than 15 per cent of the series C shares finally allotted to investors in the Retail Investor Tranche and the Institutional Investor Tranches (excluding the EBRD), for a price equal to the issue price with a discount. Other information concerning the conditions and principles of exercising the stabilization option are contained in the series C share issue prospectus.
Rights to series C shares acquired by the Company through stabilization transactions will be redeemed by the Company in accordance with the relevant provisions of law.