Current Report No.: 34/2022
Current Report No.: 34/2022
Date of Preparation: 31 May 2022
Issuer's Abbreviated Name: ENEA S.A.
Subject: Registration of a share capital increase and amendments to the ENEA S.A. Statute
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 that on 31 May 2022 the District Court Poznań - Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, registered the amendment to the Company's Statute made 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.
After the registration, the Company's share capital is PLN 529,731,093 and consists of:
a) 295,987,473 series "A" ordinary bearer shares;
b) 41,638,955 series "B" ordinary bearer shares;
c) 103,816,150 series "C" ordinary bearer shares;
d) 88,288,515 series "D" ordinary bearer shares.
The total number of votes resulting from all outstanding shares is 529,731,093. The par value of each share in the Company's share capital is PLN 1.00.
Please be advised that the following amendments were made to the Company's Statute:
New wording of § 6 sec. 1 of the Company's Statute adopted by Resolution No. 5 the Company's Ordinary General Meeting held on 8 April 2022 and representation by the Company's Management Board of 29 April 2022 on specifying the amount of the Company's share capital:
"The Company's share capital shall be PLN 529,731,093 (five hundred twenty-nine million seven hundred thirty-one thousand ninety-three Polish zloty) and shall be divided into 529,731,093 (five hundred twenty-nine million seven hundred thirty-one thousand ninety-three) shares with a par value of PLN 1.00 (one Polish zloty) each, including:
a) 295,987,473 (two hundred ninety-five million nine hundred eighty-seven thousand four hundred seventy-three) series "A" ordinary bearer shares;
b) 41,638,955 (forty-one million six hundred thirty-eight thousand nine hundred fifty-five) series "B" ordinary bearer shares;
c) 103,816,150 (one hundred three million eight hundred sixteen thousand one hundred fifty) series "C" ordinary bearer shares; and
d) 88,288,515 (eighty-eight million two hundred eighty-eight thousand five hundred fifteen) series "D" ordinary bearer shares."
The consolidated text of the Company's Statute is attached to this report.
Detailed legal basis: § 5 item 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.