Current Report No.: 2/2017
Current Report No.: 2/2017
Date of preparation: 18.01.2017
Short name of issuer: Enea S.A.
Subject: Notice on the conclusion of an investment agreement relating to the investment in Polimex-Mostostal S.A. and other agreements under the transaction
Legal basis: Article 17 item 1 of MAR - confidential information
Content of report:
In relation to the current report No. 47/2016 of 27 December 2016 the Management Board of Enea S.A. ("Company") informs that on 18 January 2017 the Company concluded the following agreements:
1. An investment agreement with Energa S.A., PGE Polska Grupa Energetyczna S.A., PGNiG Technologie S.A. (jointly with the Company - "Investors") and with Polimex-Mostostal S.A. ("Polimex"), based on which, subject to the conditions precedent foreseen in the said agreement, the Investors undertook to make an investment in Polimex. The said investment is the takeover by the Investors of a total of 150,000,000 T series ordinary bearer shares of the nominal value of PLN 2 (say: two Zloty) each, at the issue price amounting to PLN 2 (say: two Zloty) per share ("New Issue Shares"), issued by Polimex within raising Polimex's share capital by up to PLN 300,000,000 (say: three hundred million Zloty) ("Investment Agreement"). Based on the Investment Agreement the Company undertook to subscribe for 37,500,000 (say: thirty seven million five hundred thousand) New Issue Shares for the total issue price amounting to PLN 75,000,000 (say: seventy five million Zloty). Pursuant to the Resolution No. 4 of the Extraordinary General Meeting of Shareholders of Polimex dated 28 December 2016, offering New Issue Shares to individual Investors, their issue price and their number offered to individual Investors is subject to approval by Polimex's supervisory board. The investment agreement was concluded, among other things, subject to the satisfaction of the following conditions precedent ("Conditions Precedent"):
(i) conclusion of a biding agreement between Polimex, Towarzystwo Finansowe Silesia sp. z o.o. ("TFS") and Polimex's financial creditors, in which the terms of restructuring Polimex's financial liabilities were regulated and in which financial creditors and TFS agreed to the subscription by the Investors for the New Issue Shares and to the takeover by the Investors of a joint control over Polimex;
(ii) conclusion by Agencja Rozwoju Przemysłu S.A. ("ARP") and TFS of an agreement obligating ARP to sell and obligating TFS to acquire 146 A series convertible bonds issued by Polimex;
(iii) conclusion by SPV Operator sp. z o.o., a subsidiary of ARP ("SPV Operator") and the Investors of an agreement obligating SPV Operator to sell to the Investors a total of 6,000,001 shares in Polimex, after satisfaction of Conditions Precedent or after the Investors waive the Conditions Precedent;
(iv) adoption by the extraordinary general meeting of Polimex of a resolution relating to the amendments in Polimex's supervisory board and amending Polimex's Statute, and submission by Polimex of a motion to the National Court Register in order to register the amendments in the Statute.
2. The agreement between the Investors, specifying the terms of cooperation and mutual rights and obligations of the Investors on the implementation of the investment realised based on the Investment Agreement.
3. The agreement between the Investors and SPV Operator obligating the parties to the agreement, under the condition of satisfying the Conditions Precedent, to perform the transaction relating to the disposal by SPV Operator of the total of 6,000,001 shares in Polimex to the Investors, within which the Company undertook to acquire 1,500,000 shares in Polimex;
4. The agreement between the Investors and TFS based on which TFS granted an option to the Investors, subject to compensation, to purchase shares in Polimex from TFS, when TFS exercises the right to convert the convertible bonds issued by Polimex, and undertook towards the Investors not to perform the conversion of the held A series convertible bonds issued by Polimex, without a prior written demand of the Investors.
Additionally, the Company informs that on 18 January 2017, having considered the motion of which the Company informed in the current report No. 47/2016 dated 27 December 2016, the President of the Office of Competition and Consumer Protection approved the concentration consisting in the takeover by the Investors of a joint control over Polimex.