Current Report No.: 46/2009
Current Report No.: 46/2009
Date prepared: 4 August 2009
Short name of issuer: ENEA S.A.
Subject: Conclusion of annual agreement and annexes to the long-standing framework agreement for coal supplies by a subsidiary of the Issuer
Legal basis: Article 56 par. 1 pt. 2 of the Act on Public Offerings – current and periodic information
Content of the report:
Acting pursuant to Clause 5 par. 1 pt. 3 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities [...] of 19 February 2009 (the “Regulation"), the Management Board of ENEA S.A. (the “Issuer") announces that on 3 August 2009 the Management Board of Elektrownia Kozienice S.A. (the “Company") – a subsidiary of the Issuer – signed an annex to the long-standing framework agreement for coal supplies of 31 December 2003 (the “Long-standing Agreement") with Lubelski Węgiel “Bogdanka" S.A., as well as an annex to the annual agreement for 2009 constituting Appendix No. 4 to the Long-standing Agreement, and the annual agreement for coal supplies in 2010, constituting Appendix No. 5 to the Long-standing Agreement.
The subject of the Long-standing Agreement is a specification of the framework principles of long-standing supplies of power coal to the Company by Lubelski Węgiel “Bogdanka" S.A., particularly the deadlines for supplies, basic coal quantities and quality parameters. The prices, the detailed volumes of supplies and the detailed conditions of supplies and acceptance (including the procedure and rules of circulation of documents, the rules of determining quantities of coal, the rules of measuring it, and the complaints procedure) are negotiated on each occasion when signing annual agreements. The Long-standing Agreement has been described in greater detail in the issue prospectus for the Issuer’s series C shares. As a result of concluding the aforementioned agreements, the total value of the agreements signed by entities from the Issuer’s capital group with entities belonging to the LW “Bogdanka" S.A. capital group amounted to PLN 1,275,179,825.00 net as a result of which they meet the criterion of a significant agreement.
The agreement with the biggest value is the annual agreement for coal supplies in 2010 (Appendix No. 5). The subject of Appendix No. 5 is the conditions of supplies of power coal to the Company in 2010, and it will be applicable in the period from 1 January 2010 to 31 March 2011. The anticipated value of these supplies under Appendix No. 5 is approximately PLN 643,314,000.00 net. In accordance with the appendix, for failure to accept or supply the quantity of coal specified in it in the period indicated, the parties will be entitled to a contractual penalty, as compensation, of 7.5 per cent of the value of coal which is not accepted or supplied. The appendix also provides for contractual penalties for supplying coal which has worse parameters than the parameter limits specified in it, in the amount of 10 per cent of the real value of a given batch of coal. Moreover, in accordance with the Long-standing Agreement, each party can seek supplementary compensation according to general rules, if the contractual penalties do not cover the loss suffered. The remaining conditions of Appendix No. 5 do not differ from those generally applied in such agreements.
Furthermore, on 3 August 2009, an annex to the annual agreement for coal supplies in 2009 was concluded as Appendix No. 4 to the Long-standing Agreement. According to that annex, the time limit in which the aforementioned Appendix No. 4 is in force has been extended from 31 December 2009 to 31 March 2010. In accordance with the new wording, the annexed Appendix No. 4 includes an updated time schedule for supplies in the period which it covers, as well as a decrease in the price of coal of 4.55 per cent in relation to the existing contractual price. As a result of concluding the above annex, the value of the supplies realised on the basis of Appendix No. 4 to the Long-standing Agreement can be approximately PLN 631,665,825.00 net.
On 3 August, Annex No. 1 to the Long-standing Agreement was also concluded, which extends the applicability of that agreement to 31 March 2011 (the previous date on which the Long-standing Agreement was due to expire was 31 December 2010).
The Issuer regards 10 per cent of its equity as the criterion for considering the total value of the agreements described above to be significant.