Agreement on the conditions of shares sale in PGE EJ1 sp. z o.o by PGE
No. of the report: 91/2013
Report date: 23.09.2013
Report legal ground: Art. 56 section 5 of Act on Public Offering – information amendments
Contents of the report
The Management Board of PGE Polska Grupa Energetyczna S.A. ("PGE") discloses that on September 23, 2013 as a result of works concerning implementation of a draft purchase agreement with regard to shares in special purpose company for construction and operating of the nuclear power plant (agreement dated on June 25, 2013) the PGE, KGHM Polska Miedź S.A., Tauron Polska Energia S.A. and ENEA S.A. initialed a Partner's Agreement (“the Partner's Agreement”). In this way parties declared that the initialed document constitutes a draft of a future Partner's Agreement settled by the parties, which will be signed if necessary corporate approvals are obtained by all parties.
The Partner's Agreement obligates its parties to conclude the Purchase Agreement with regard to shares in PGE EJ1 sp. z o.o. – a special purpose company for construction and operating of the nuclear power plant (“The Purchase Agreement”). According to the Partner Agreement, PGE shall sale 438.000 of shares for the benefit of other parties of the Partner Agreement, which constitutes 30% in a share capital of PGE EJ1 sp. z o.o. As a consequence PGE shall have 70% in a share capital of PGE EJ1 sp. z o.o. Shares shall be purchased in the following way:
- KGHM Polska Miedź S.A. shall purchase 146.000 shares, which constitutes 10% in share capital of PGE EJ1 sp. z .o.o.,
- Tauron Polska Energia S.A. shall purchase 146.000 shares, which constitutes 10% in share capital of PGE EJ1 sp. z .o.o.,
- ENEA S.A. shall purchase 146.000 shares, which constitutes 10% in share capital of PGE EJ1 sp. z .o.o.
The Partner Agreement includes conditions of all parties’ participation in the project of construction and operating of the nuclear power plant in Poland.
PGE and each partner shall be oblige to conclude the Purchase Agreement after fulfilling two conditions precedent:
- obtaining unconditional approval of the President of the Polish Office of Competition and Consumer Protection on concentration;
- adoption of the Polish Nuclear Energy Programme, this year, in a form of a resolution of the Council of Ministers.
Legal ground: Art. 56 section 1 point 1 of the Act on public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (Dziennik Ustaw 2009 no 185, item 1439, as amended).