Current Report No.: 1/2022
Current Report No.: 1/2022
Date of Preparation: 19 January 2022
Issuer's Abbreviated Name: ENEA S.A.
Subject: Adoption of a resolution on the launch of the process of increasing the Company's share capital through the issue of shares
Legal Basis: Article 17(1) of the Market Abuse Regulation - confidential information
Body of the report:
The Management Board of ENEA S.A. ("Company", "Issuer") hereby reports that on 19 January 2022 it adopted a resolution ("Resolution") on the launch of the process of increasing the Company's share capital by an amount not smaller than PLN 1.00 and not greater than PLN 88,288,515, i.e. up to an amount not greater than PLN 529,731,093, through the issue of not fewer than 1 but not more than 88,288,515 series D ordinary bearer shares with a par value of PLN 1.00 each ("Series D Shares"), which will be targeted at investors that fulfill the criteria set forth in the resolution on the increase in the Company's share capital through the issue of Series D Shares, excluding in full the pre-emptive rights to all Series D Shares for existing shareholders of the Company. The issue will be a private subscription pursuant to Article 431 § 2 item 1 of the Commercial Company Code, to be carried out by public offering exempt from the obligation to publish a prospectus, within the meaning of the applicable laws, or any other information document.
Accordingly, the Management Board intends to convene an Extraordinary General Meeting of the Company, the agenda of which should provide for the adoption of a resolution on an increase in the Company's share capital through the issue of the Series D Shares, excluding in full the pre-emptive rights.
The newly issued Series D Shares will account for less than 20% of the Company's shares admitted to trading on a regulated market. The purpose of the issue of the Series D Shares is to raise funds to finance investment projects in the ENEA Group's Distribution Area (including the expansion and modernization of high and medium-voltage networks, the installation of remote reading meters and the connection of new energy buyers to the network), to be executed by ENEA Operator Sp. z o.o., excluding the possibility of funding any coal-fired assets. The execution of such projects reflects the pursuit of the ENEA Group's strategy and aims to ensure energy security as well as the continuous and reliable supply of electricity in the area covered by the business of ENEA Operator Sp. z o.o. The detailed objectives of the Series D Shares offering, including the objectives of the issue, are included in the presentation that will be uploaded to the "General Meetings" section of the Issuer's website at: https://ir.enea.pl/walne-zgromadzenia-akcjonariuszy, promptly after the Extraordinary General Meeting has been convened.
In parallel with the adoption of the Resolution, the Issuer's Management Board decided, acting pursuant to § 20 sec. 2 item 6 of the Company's Statute, to request the Supervisory Board's opinion on the intended increase in the Company's share capital, as a matter to be presented for consideration by the Company's General Meeting. Immediately after the Supervisory Board has expressed its opinion, the Issuer will publish pertinent information on the ENEA S.A. website in the "General Meetings" section at: https://ir.enea.pl/walne-zgromadzenia-akcjonariuszy.
For the purposes of the transaction, the Company's has retained the services of Pekao Investment Banking S.A. as the coordinator of the offering and a joint bookrunner as well as Bank Polska Kasa Opieki Spółka Akcyjna - Biuro Maklerskie Pekao as a joint bookrunner and the settlement agent (collectively: "Joint Bookrunners"). In order to participate in the book building process for the Series D Shares, each investor is expected to enter into (unless already a party to) an agreement for accepting and transferring orders to buy or sell financial instruments with Bank Polska Kasa Opieki Spółka Akcyjna - Biuro Maklerskie Pekao.
Also, please be advised that the Issuer will publish, in a separate current report, information on convening the Extraordinary General Meeting with the intention of adopting a resolution on the increase in the Company's share capital through the issue of the Series D Shares.
This current report and the information contained herein are not intended for publication, announcement or dissemination, directly or indirectly, in the territory of or into the United States of America or other countries where the public dissemination of the information contained herein may be subject to restrictions or be prohibited by law. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the territory of the United States of America, except for transactions that are not subject to the registration obligation provided for in the U.S. Securities Act or under an exception from such registration obligation.