Current Report No.: 20/2021
Current Report No.: 20/2021
Date of Preparation: 25 June 2021
Issuer's Abbreviated Name: ENEA S.A.
Legal Basis: Article 17(1) of the Market Abuse Regulation - confidential information
Subject: Spin-off of the Gas-Fired Project from Elektrownia Ostrołęka Sp. z o.o. through its sale to CCGT Ostrołęka Sp. z o.o.
Body of the report:
With reference to Current Report No. 56/2020 of 22 December 2020 and Current Report No. 16/2021 of 27 May 2021 on the signing of agreements regarding the Ostrołęka C project in which ENEA S.A. ("Issuer") reported on taking steps aimed at spinning off the Gas-Fired Project from Elektrownia Ostrołęka Sp. z o.o. ("SPV" - the Issuer's related party), that is the assets and liabilities (rights and obligations) and other elements making up the Gas-Fired Project, the Issuer's Management Board hereby reports that it has obtained information about the execution, on 25 June 2021, by the SPV as the seller and CCGT Ostrołęka Sp. z o.o. as the buyer (a 100% subsidiary of Energa S.A.) of an agreement to sell (and accompanying agreements, as described in more detail hereinbelow) the SPV's enterprise (excluding its certain components - "Divested Business") intended (used) to perform certain economic operations, including the construction of a gas-fired power unit located in Ostrołęka ("Gas-Fired Power Plant"), to be followed by the operation of this unit. The sale ("Transaction") was carried out instead of a split-up of the SPV by way of a spin-off within the meaning of the provisions of the Commercial Company Code, which resulted from the arrangements disclosed in Current Report No. 16/2021 of 27 May 2021.
The Divested Business includes, in principle, all property and non-property components of the SPV utilized, as at the date of the Transaction, in connection with the taking of preparatory activities for the commencement of the capital expenditure process involving the construction of the Gas-Fired Power Plant.
The purpose of the Transaction is to enable the execution of the Gas-Fired Project by CCGT Ostrołęka Sp. z o.o. as a company that will replace the SPV in the execution of the investment project in Ostrołęka, because the Issuer and Energa S.A. (as shareholders of the SPV), on 22 December 2020, entered into agreements (as was disclosed by the Issuer in Current Report No. 56/2020 of 22 December 2020), in which ENEA S.A. confirmed its declaration of withdrawal from participation in the Gas-Fired Project, and at the same time the parties agreed that the Gas-Fired Project would be executed by a company to which the assets for the execution of the Gas-Fired Project would be transferred. CCGT Ostrołęka Sp. z o.o. has been established as a special purpose vehicle dedicated to the performance of one of the said agreements (the Split-Up Agreement).
The purchase price for the Divested Business (value of the Transaction) is currently estimated at approx. PLN 166 million. This price is tentative, because the Transaction provides for the application of additional terms for the determination of the final price.
Moreover, the Issuer wishes to explain that because the sale of the SPV's real properties to the extent necessary for the execution of the Gas-Fired Project requires prior geodetic separation of pertinent land, and due to the need to introduce certain other conditions precedent, the SPV and CCGT Ostrołęka Sp. z o.o. simultaneously entered into, as supplementary and executory agreements to the main agreement (purchase agreement), a preliminary real property purchase agreement and a real property lease agreement in order to provide CCGT Ostrołęka Sp. z o.o. with a legal title to the real properties for the purposes of the execution of the Gas-Fired Project.
The Issuer is in the process of reviewing the anticipated extent of the impact of this event on its financial performance in the current reporting period.