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Approval of the Merger Plan with PGE Energia Jądrowa S.A.

  • No. of the report: 38/2013
  • Report date: 16.05.2013
  • Report legal ground: Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

The Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”) discloses that on May 16, 2013 PGE aigned a merger plan of PGE (the “Acquiring Company”) with its subsidiary PGE Energia Jądrowa S.A. with its registered office in Warsaw (the “Acquired Company”). The merger plan is attached to this current report. The companies shall merge in the manner prescribed in art. 492 § 1 item 1, art. 515 § 1 and art. 516 § 6 of the Commercial Companies Code (Dziennik Ustaw of 2000, No. 94, item 1037, as subsequently amended) ("CCC”) i.e. by way of transferring the entire assets of the Acquired Company onto the Acquiring Company, without increasing the share capital of the Acquiring Company and without issue of new shares of the Acquiring Company in exchange for the shares of the Acquired Company ("Merger").

The Acquired Company is a subsidiary of PGE that is responsible for preparation of project of construction of nuclear power plant. PGE holds 100% of the Acquired Company’s shares, giving 100% of votes on its General Meeting. The Acquired Company holds 51% of shares in PGE EJ1 sp. z o.o. - a special purpose vehicle responsible for preparing the investment process and construction of the first nuclear power plant in Poland (remaining 49% is currently held by PGE). After the merger PGE will hold 100% shares in PGE EJ1 sp. z o.o.

PGE, which acts as the Corporate Center of PGE Capital Group, will take over all the competences of the Acquired Company as from the Merger registration date.

Pursuant to art. 516 § 5 of the CCC in connection with art. 516 § 6 of the CCC, the management board’s report, referred to in art. 501 of the CCC, and written opinion of the auditor, referred to in art. 503 § 1 of the CCC, will not be prepared to this Merger Plan.

The decision about intention of merger of PGE with the Acquired Company was published in current report no 31/2013 dated April 23, 2013.

Legal ground: § 19 section 2 with connection with § 5 section 1 p. 13 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).