Current Report No.: 16/2021
Title: Signing of an Annex to the Agreement on cooperation in the split-up of Elektrownia Ostrołęka sp. z o.o.
Report no.: Current Report No.: 16/2021
Current Report No.: 16/2021
Date of Preparation: 27 May 2021
Issuer's Abbreviated Name: ENEA S.A.
Legal Basis: Article 17(1) of the Market Abuse Regulation - confidential information
Subject: Signing of an Annex to the Agreement on cooperation in the split-up of Elektrownia Ostrołęka sp. z o.o.
Body of the report:
The Management Board of ENEA S.A. ("Company", "Issuer") hereby reports that on 27 May 2021 the Issuer, ENERGA S.A. and Elektrownia Ostrołęka sp. z o.o. ("SPV") signed an Annex ("Annex") to the Agreement on cooperation in the split-up of Elektrownia Ostrołęka sp. z o.o., the execution of which was reported on by the Company in Current Report No. 56/2020 of 22 December 2020 ("Split-Up Agreement").
In accordance with the provisions of the Split-Up Agreement, as amended by the Annex, the Issuer, ENERGA
S.A. and the SPV have confirmed their intent to split up the Coal-Fired Project and the Gas-Fired Project and perform a legal spin-off of the Gas-Fired Project through (i) the SPV's sale of the assets and liabilities (rights and obligations) and other components comprising the Gas-Fired Project, or (ii) a demerger by way of a spin-off (within the meaning of the provisions of the Commercial Company Code). The possibility of a spin-off of the Gas-Fired Project through the sale of the SPV's assets and liabilities was not included in the subject matter of the original Split-Up Agreement.
The demerger through a spin-off or sale of the Gas-Fired Project will be effected in favor of a company indicated by ENERGA S.A. and being a member of the ENERGA Group or of a group of which ENERGA S.A. is a member, following an appropriate independent valuation of the organized part of the enterprise making up the Gas-Fired Project by a professional third party.
Under the Annex, ENERGA S.A. is legally entitled to select the final method of conducting the transaction, and in making such selection, it will also take into account the legitimate interests of the Issuer as a shareholder of the SPV.
If the sale option is selected, after the transaction is complete, it will be admissible to perform a spin-off operation (within the meaning of the Commercial Company Code) on the rights and obligations that make up the capacity contract for a 15-year support period, entered into as a result of the SPV's participation on 21 December 2018 in the Capacity Market auction for the year of supply 2023. The decision on the spin-off of the capacity contract will be the subject matter of a separate arrangement.
The ENEA S.A. Management Board confirms that the Issuer will not participate in covering the expenses related to the Gas-Fired Project, and that the decisions regarding the Issuer's involvement in the execution of the Ostrołęka C power plant construction project remain in force, as the Company reported on in Current Report Nos. 55/2020 and 56/2020 of 22 December 2020.
The completion of the said transaction, following the final selection of the method of its execution, is scheduled for the second quarter of 2021 (this date is not specified in the Split-Up Agreement after the amendment by the Annex).