Current Report No.: 51/2015
Current Report No.: 51/2015
Date of preparation: 29.10.2015
Short name of issuer: Enea S.A.
Subject: Acquisition of the shares of Lubelski Węgiel "Bogdanka" S.A.
Legal basis: Article 56 item 1(2) of the Act on Offerings - confidential information
Content of report:
The Management Board of Enea S.A. ("Issuer") informs that on 29 October 2015 the Issuer acquired from the shareholders of Lubelski Węgiel "Bogdanka" S.A. ("LWB") 21,962,189 shares of the nominal value of PLN 5 per share ("Shares"), pursuant to the tender offer for subscribing for the sale of the Shares announced on 14 September 2015 ("Tender Offer") at the price of PLN 67.39 per share. The total price of the acquired Shares was PLN 1,480,031,916.71 (in words: one billion four hundred eighty million thirty one thousand nine hundred sixteen zloty 71/100), and the nominal value of these Shares is PLN 109,810,945 (in words: one hundred nine million eight hundred ten thousand nine hundred forty five zloty).
The information relating to the Tender Offer was published by the Issuer in particular in current reports No. 34/2015, 43/2015 and 44/2015.
The Shares account for 64.57% of LWB's share capital and authorise to 64.57% of votes at LWB's general meeting. Additionally, Enea Wytwarzanie sp. z o.o. (the Issuer's subsidiary) holds 486,645 shares of LWB. It means that as a result of the acquisition of the Shares the Issuer, together with Enea Wytwarzanie sp. z o.o., holds 22,448,834 LWB's shares, accounting for 66% of LWB's share capital and authorising to 66% of votes at a general meeting of LWB.
The Shares will be recognised in the Issuer's accounts at the standard price totalling to the acquisition price, i.e. PLN 1,480,031,916.71 (in words: one billion four hundred eighty million thirty one thousand nine hundred sixteen zloty 71/100).
To the Issuer's best knowledge, the Issuer and its managers or supervisors, and LWB's Shareholders selling the Shares (and when applicable - the Shareholders' managers) are not related in any way.
The acquired Shares are assets of a significant value in the light of the total price for the Shares, which exceeds 10% of Enea S.A.'s equity.
The Shares were acquired from the Issuer's own funds - and in relation to the announcement of the Tender Offer the Issuer's cash account was blocked.
LWB is one of the leaders on the market of bituminous coal producers in Poland. The bituminous coal sold by LWB is used mainly for the generation of electricity, heat energy and cement production. Customers include mainly industrial companies, mainly entities conducting business activity in the power sector located in the eastern and north-eastern Poland. LWB is the key supplier of fuel for the generating assets of Enea Capital Group (Group).
The Issuer deems the investment in the Shares as a long-term deposit. Taking over the control over LWB is in line with Enea Capital Group's development strategy for 2014-2020 (Strategy). One of the key elements of the current Strategy is guaranteeing supplies for own generating assets. Taking over the control over LWB will secure the supplies of fuel for the Group's key generating assets with a concurrent optimisation of costs of its acquisition relating to the use of the synergy effects anticipated in relation to LWB's operations as a part of Enea Group.
The detailed legal basis § 5 item 1(1) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities [...].
