Current Report No.: 31/2022
Current Report No.: 31/2022
Date of preparation: 12 May 2022
Issuer's abbreviated name: ENEA S.A.
Subject: Completion of subscription for series D shares
Legal basis: Article 56(1)(2) of the Act on Offerings - current and periodic information
Body of the report:
The Management Board of ENEA S.A. ("Company") hereby reports the completion of the private subscription of series D ordinary bearer shares ("Series D Shares").
The subscription for the Series D Shares was held pursuant to Resolution No. 5 of the Company's Extraordinary General Meeting of 8 April 2022 in the matter of increasing the Company's share capital by issuing series D ordinary bearer shares, waiving all preemptive rights of all existing shareholders to all series D shares, amending the Company's statute, applying for admission and introduction to trading of series D shares and/or rights to series D shares on the regulated market operated by the Warsaw Stock Exchange and dematerialization of series D shares and/or rights to series D shares ("Resolution to Increase the Share Capital").
1. Start and end dates of the subscription or sale: The book-building process was held from 8 to 13 April 2022. The Series D Share subscription agreements were entered into from 19 to 27 April 2022.
2. Date of allocation of the securities: 28 April 2022.
3. Number of securities subscribed for or sold: Pursuant to the Resolution to Increase the Share Capital, 88,288,515 Series D Shares were issued. All of them were put up for subscription.
4. Reduction rate applicable to separate tranches if the number of allotted securities in at least one tranche was lower than the number of securities subscribed for: Not applicable.
5. Number of securities subscribed for under the subscription or sale: Under the private subscription, 88,288,515 Series D Shares were subscribed for.
6. Number of securities allotted under the completed subscription or sale: Under the private subscription, 88,288,515 Series D Shares were subscribed for. All Series D Shares were allotted.
7. Price for which the securities were acquired (subscribed for): Subscription price: PLN 8.50 per Series D Share.
8. Number of persons who subscribed for the securities put up for subscription or sale in each tranche: The Series D Shares were subscribed for by 67 entities; the private subscription was not broken down into tranches.
9. Number of persons to whom securities were allocated under the completed subscription or sale in each tranche: The Series D Shares were subscribed for by 67 entities; the private subscription was not broken down into tranches.
10. Name of the underwriters who took up the securities as part of the performance of underwriting contracts, specifying the number of securities they took up along with the actual price per security (issue or purchase price, net of the fee for taking up the security, in the performance of the underwriting contract, acquired by the underwriter): Not applicable. The issue of the Series D Shares was not covered by an underwriting obligation.
11. Value of the subscription or sale, construed as the product of the number of securities covered by the offering and the issue price or the purchase price: PLN 750,452,377.50.
12. Specification of total costs classified as the costs of issue, indicating the amounts broken down by specific types of costs: a) preparation and conduct of the offering; b) underwriters' fees, separately for each of them; c) preparation of the prospectus, including consulting expenses; d) promotion of the offering: As at the date of this report, the Company has no information on the final amount of the costs of issue. These costs will be disclosed to the public in the form of a current report after receiving and accepting all costs from the entities involved in the preparation and conduct of the issue.
13. Average cost of subscription or sale per security covered by the subscription or sale: As at the date of this report, the Company has no information on the final amount of the costs of issue. These costs will be disclosed to the public in the form of a current report after receiving and accepting all costs from the entities involved in the preparation and conduct of the issue.
14. Method of payment for the subscribed for (acquired) securities (in cases where the subscription (acquisition) was effected by way of a set-off of receivables): Not applicable.
Detailed legal basis: § 16 sec. 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information to be published by issuers of securities [...].
This current report and the information contained herein are subject to restrictions and are not intended for publication, announcement, distribution or transmission, directly or indirectly, in whole or in any part, in the United States of America, Australia, Canada, Japan or other countries where it would be unlawful for it to be published, announced, distributed or transmitted.
This current report is for information only and satisfies the disclosure obligations resting on ENEA S.A. as a public company whose shares have been admitted and introduced to trading on the regulated market operated by Warsaw Stock Exchange SA, and in no event is it (i) an offering or is it being published in order to promote, directly or indirectly, the purchase of or subscription for securities of ENEA S.A. with its registered office in Warsaw, nor does it aim to solicit, directly or indirectly, their purchase or subscription; or (ii) advertising or promotion prepared or published by the Company for the purpose of promoting securities of ENEA S.A., their subscription, purchase or offering, or in order to encourage investors, directly or indirectly, to purchase or subscribe for such securities.
This current report does not constitute advertising within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.
This current report and any information contained therein is not intended for publication, announcement or distribution, directly or indirectly, in or into the United States of America or any other jurisdiction where such public distribution of information included in this material may be restricted or prohibited by law. The securities referred to in this material have not 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 under the U.S. Securities Act or under an exemption from such registration obligation.