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Current Report No.: 46/2016

Title: Signing of a conditional agreement for purchase of 100% of shares of ENGIE Energia Polska S.A.
Date: 2016.23.12
Report no.:  Current Report No.: 46/2016

Current Report No.: 46/2016

Date of preparation: 23.12.2016

Short name of issuer: Enea S.A.

Subject: Signing of a conditional agreement for purchase of 100% of shares of ENGIE Energia Polska S.A.

Legal basis: Article 17 item 1 of MAR - confidential information

Content of report:

The Management Board of Enea S.A. ("Company") informs that on 23 December 2016 the Company and ENGIE International Holdings B.V. signed a conditional agreement for sale of 100% of shares of ENGIE Energia Polska S.A. ("Agreement").

Based on the Agreement the Company will purchase 100% of shares in share capital of ENGIE Energia Polska S.A. and also indirectly 100% of shares of ENGIE Bioenergia sp. z o.o. ENGIE Energia Polska S.A. is the owner of the Połaniec Power Plant.

The enterprise value of ENGIE Energia Polska S.A. (i.e. calculated excluding debt and cash in the company) has been agreed at the amount of PLN 1,073,140,672. The final price of 100% of shares of ENGIE Energia Polska S.A. will be calculated on the basis of the established enterprise value adjusted by net debt and working capital as of 31 December 2016.

Closing of the transaction is conditional upon fulfilment of the following significant conditions precedent:

•obtaining the consent of the Minister of Energy, in accordance with the Act on Control over Certain Investments,

•obtaining the consent of the President of the Office of Competition and Consumer Protection for concentration,

•renunciation of pre-emptive right by the President of the Agricultural Property Agency, and

•conversion of debt of ENGIE Energia Polska S.A. owed to entities within the ENGIE Group into equity in ENGIE Energia Polska S.A.

The Agreement will expire after 6 months from its signing, if 100% of shares of ENGIE Energia Polska S.A. are not purchased within said deadline due to failure to fulfil conditions precedent.

At the same time the Company informs that based on Article 17 item 4 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC the disclosure of the following confidential information has been delayed:

•non-binding agreement of 8 December 2016 between the Company and ENGIE International Holdings B.V. on the enterprise value consisting the basis for calculation of the purchase price of 100% of shares of ENGIE Energia Polska S.A.;

•the decision of the Management Board of the Company concerning the purchase by Enea S.A. of 100% of shares of ENGIE Energia Polska S.A. and the consent of the Supervisory Board of the Company of 23 December 2016 to the transaction.

Having in mind the diverse and international nature of Enea SA's shareholding, and also the provisions of the Best Practices of WSE Listed Companies, Enea SA guarantees the availability of its website also in English. In case of any interpretation doubts and discrepancies between the Polish and English versions, the Polish version shall prevail.