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Execution of agreement for the sale of shares of Energa SA by PGE and the Minister of Treasury

  • No. of the report: 61/2010
  • Report date: 29.09.2010
  • Report legal ground: Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE") hereby informs that on 29 September 2010 it executed with the State Treasury (the "Seller") represented by the Minister of Treasury 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 Grańsk, VII Commercial Division of the National Court Register under No. KRS 0000271591 (the "Company"), concerning the purchase 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, when the aggregate liability of the Purchaser shall not exceed the amount of PLN 1,000,000,000.

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;

Effectiveness of the Transaction is subject to obtaining consent of the President of the Antimonopoly Office for the concentration (condition precedent).

The Agreement satisfies the criteria of a material agreement since its value is greater than 10% of the PGE's equity.