Enea has kicked off the bookbuilding process to raise its share capital
Enea’s Extraordinary Shareholder Meeting adopted a resolution to raise its share capital. A share placement agreement has been signed to implement this resolution and the bookbuilding process has been launched. Enea also signed an investment agreement with the State Treasury. The purpose of raising the capital is to secure funds for investments in the distribution segment to support the development of RES and smart power grids, which are in line with the Enea Group’s strategic objectives.
The share capital will be raised by issuing no fewer than 1 and no more than 88,288,515 ordinary series D bearer shares with a nominal value of PLN 1.00. This issue will be addressed solely to selected investors where Enea’s current shareholders will not have any subscription rights. At present, Enea’s share capital is PLN 441,442,578.
The bookbuilding process has already been launched and will be conducted according to the principles described in detail in Current Report 20/2022.
The issue price of the new issue shares will be set by Enea’s Management Board after consultation with the Global Coordinator (Pekao Investment Banking), while taking into account the outcome of the bookbuilding process and under the assumption of maximizing the proceeds from the issue. The subscription agreements for series D shares are expected to be executed by investors by 27 April 2022.
In connection with this rights offering the State Treasury has expressed the will to subscribe for no more than 88,288,515 new issue shares for no more than PLN 899,659,967.85. The money for this purpose is supposed to come from the Restitution Fund. The final number of shares subscribed for by the State Treasury will depend on the outcome of the book-building process.
The purpose of raising the share capital is to secure funds for investments to support the development of the distribution grid to satisfy in full the demand for capacity and electricity and connect new entities to the grid, especially in connection with the dynamic development of RES and distributed generation. Improving the SAIDI and SAIFI indicators and reducing grid losses are also some of the stated objectives of the investment program in the distribution segment. One example of the projects that are to be underwritten using the proceeds from raising the share capital consists of investments in expanding and modernizing the high voltage and medium voltage grids and remote readable electricity meters.
It will not be possible to earmark proceeds from the issue for purposes other than investments in the distribution segment. In particular, designating proceeds from the issue to finance coal assets is precluded.
Pekao Investment Banking is supporting Enea in conducting the issuance of series D shares in its role as coordinator and joint bookrunner with Bank Polska Kasa Opieki S.A. – Biuro Maklerskie Pekao, which is acting in the capacity of joint bookrunner and settlement agent.
Enea is actively participating in the transition of the energy sector and developing renewable energy sources. It is one of the largest power companies in Poland that is jointly responsible for the nation’s energy security. It supplies electricity to more than 2.7 million customers. It is the second-largest player on the Polish power market measured by electricity generation. The Group manages the entire value chain on the electricity market: from fuel to the generation of electricity, distribution, sales and customer service. Enea has been listed on the Warsaw Stock Exchange since 2008.
Disclaimer
This document is solely for information purposes and in no event should it constitute the basis for making a decision to purchase the securities of ENEA S.A. with its registered office in Poznań (“Company“).
This document is not intended to be distributed or used by any person or entity in any jurisdiction where such distribution or use would be contrary to local laws or other regulations or which would subject the Company or any of its affiliates to authorization, notification, approval or other requirements under applicable laws. Distribution of this presentation and other information related to the Offering may be restricted by law and the persons who come into possession of any document or other information referred to in this presentation should seek information on and observe such restrictions. A failure to observe the said restrictions may constitute a violation of the provisions of securities laws in effect in a given jurisdiction. Distribution of this presentation may constitute a violation of law in some jurisdictions.
This document is not intended for distribution, directly or indirectly, in or into the United States of America (including dependencies and overseas territories of the United States and the District of Columbia), Australia, Canada, Japan or RSA or any other jurisdiction where such action would constitute a violation of the applicable laws of such jurisdiction and, subject to certain exceptions, the shares referred to in this document may not be offered or sold in such jurisdictions or to or for the account of citizens of the United States, Australia, Canada, Japan or RSA or persons with residence or registered office in the above countries.
The Shares have not been and will not be subject to registration, approval or notification in any country outside the Republic of Poland, in particular under the Prospectus Regulation or the US Securities Act 1933, as amended, and may not be offered or sold outside the boundaries of the Republic of Poland (including in the territories of any other countries of the European Union, European Economic Area, United Kingdom or the United States of America) unless such an offering or sale would be made in accordance with the laws of the relevant country, without the need to satisfy any additional legal requirements by the Company and its advisors. All investors residing or domiciled outside the boundaries of the Republic of Poland should familiarize themselves with the applicable provisions of Polish law and with the regulations of other countries that may be applicable to them in connection with the participation in the Offering carried out in the territory of Poland.
This document does not constitute an investment recommendation within the meaning of the Market Abuse Regulation (Regulation (EU) No. 596/2014) and Commission Delegated Regulation (EU) 2016/958 of 9 March 2016 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the technical arrangements for objective presentation of investment recommendations or other information recommending or suggesting an investment strategy and for disclosure of particular interests or indications of conflicts of interest and does not constitute legal, tax or financial advice.
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