Binding terms and conditions of the a agreement for the sale of shares of Energa SA proposed by PGE have been accepted by the Minister of Treasury
Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE") hereby informs that on 15 September 2010 it initialled the agreement for the sale of shares of Energa S.A., a company with its registered office in Gdańsk, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Gdańsk – Północ in Gdańsk, VII Commercial Division of the National Court Register under No. KRS 0000271591 (the "Company"), concerning the purchase from the State Treasury (the "Seller") of 4,183,285,468 shares constituting 84.19 % of its share capital (the "Transaction").
The following significant provisions of the Agreement have been arranged:
1. The purchase price of all Shares constituting 84.19% of the share capital equals PLN 7,529,913,842.40 ;
2. The price for one Share being purchased equals PLN 1,80;
3. The Purchaser (PGE) has declared a programme of guaranteed investments to be implemented within Energa Capital Group within 10 years in the amount of PLN 5 bln. Failure to complete them will result in contractual penalties payable for the benefit of the Seller.
4. The Purchaser undertakes to keep control over the Company, refrain from limiting the basic activity conducted by the Company and its major subsidiaries consisting in generation, sale and distribution of electricity and heat and changing the Company's registered office;
5. The Purchaser undertakes to procure that the Company's shares are introduced to trading on the regulated market on the Warsaw Stock Exchange;
Energa is currently one of the leading energy groups in Poland. According to Energa's data, in the 1st half year of 2010, the company generated EBTIDA (consolidated, unaudited data according to MSSF) of PLN 819 mln, and with respect 7 months of 2010 it amounted to PLN 909 mln. The balance value of cash and cash equivalents as of 30 June 2010 equals 1.37 bln, and the borrowings amounted to PLN 0.73 bln.
In the PGE Management Board's opinion, PGE and Energa uniquely complement each other and together they generate a significant value of the synergy. As part of the transaction, the identified areas of the synergy include: strategic synergies, synergies within the investment programme and cost synergies. The value of quickly achievable cost synergies, according to PGE estimations equals over PLN 100 mln annually. Within the PGE Group Energa will perform very important strategic and operational functions (it will be, among other things, connected with the construction of nuclear power stations) and PGE is ready to provide support in the implementation of the most interesting investment projects of Energa.
The terms and conditions of the Transaction are, in the PGE's Management Board's opinion, favourable to the company and all shareholders.
Based on certain assumptions, PGE estimates that the purchase amount translated into the balanced, market level of short-term short-term EV / EBITDA 2010 multiplier.
The price terms and conditions of the Transaction are significantly more favourable if numerous synergies with PGE are taken into consideration or when the long-term value of the Company is estimated. The transaction to be conducted is fully compatible with the implementation of the acquisition strategy which, in the case of PGE would take place on the market best known to PGE. The organic growth of PGE, enhanced by selective acquisitions is aimed at attaining PGE's strategic objective - achieving the position of a highly profitable, mid-sized player on the European power market.
The Transaction will be financed from own funds and from the debt capital, which is facilitated by the fact that PGE has no debts and by PGE's high ratings
Moreover, PGE confirms its commitment that starting in 2011 it will sell nearly 100% of generated electricity admitted to trading under the procedure envisaged in the Energy Law on electricity exchanges.
Legal basis: Art. 56 section 1 subsection 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (Journal of Laws of 2009, No. 185, item 1439, as amended).