Current Report No.: 18/2022
Current Report No.: 18/2022
Date of Preparation: 8 April 2022
Issuer's Abbreviated Name: ENEA S.A.
Legal Basis: Article 17(1) of the Market Abuse Regulation - confidential information
Subject: Execution of an investment agreement with the State Treasury
Body of the report:
With reference to Current Report No. 4/2022 of 21 January 2022, the Management Board of ENEA S.A. (_quot;Company_quot;) hereby reports that, on 8 April 2022, the Company signed an investment agreement with the State Treasury represented by the Prime Minister ("Investment Agreement") in connection with the anticipated issue of the Company's series D ordinary bearer shares with the exclusion of pre-emptive rights in respect of existing shareholders ("New Issue Shares").
Under the Investment Agreement, the State Treasury intends to subscribe for no more than 88,288,515 New Issue Shares for a cash payment of no more than PLN 899,659,967.85 ("New Cash") from the Reprivatization Fund referred to in Articles 56 and 69h of the Act of 30 August 1996 on Commercialization and Certain Employee Rights.
The Company has undertaken in respect of the State Treasury to allocate all the New Cash to the execution, by the Company and one of its subsidiaries (ENEA Operator sp. z o.o.), of the following projects: (a) Expansion and modernization of the grid in the area of high and medium voltage stations; (b) Expansion and modernization of the grid in the area of high voltage lines; (c) Expansion and modernization of the grid in the area of the medium voltage network; (d) Remote-reading meters; and (e) Connections to the grid.
The Investment Agreement sets forth the rules governing the use of the New Cash and the consequences stemming from potential breaches of these rules, the Company's obligations and warranties related to the provision of the New Cash, duties in the areas of reporting and settlement of the New Cash, and the control powers vested in the State Treasury. In the event the New Cash is spent in breach of the Investment Agreement or the Investment Agreement is performed improperly, the Company will be required, depending on the type of the breach, to pay the State Treasury the guarantee amounts or return all or part of the New Cash.
The acquisition of the shares by the State Treasury will depend on the adoption by the Company's Extraordinary General Meeting of a resolution in the matter of an increase of the Company's share capital. The final number of shares to be acquired by the State Treasury will depend on the outcome of the book-building process referred to in the resolution in the matter of an increase in the Company's share capital and will be specified in the share purchase agreement.
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.