Current report no. 25/2021
Conclusion of a cooperation agreement with MS Innovation Impulse GMBH
Art. 17 item1 MAR – inside information
Contents of the report:
Zespół Elektrowni Pątnów-Adamów-Konin SA („Company”) informs that on August 31, 2021 the Company signed a cooperation agreement ("Agreement") with MS Innovation Impulse GMBH with its seat in Vienna, Austria ("MS II", jointly with the Company as "Parties"), in the presence and participation of Argumenol Investment Company Limited with its seat in Cyprus and Synthos Green Energy Spółka Akcyjna with its seat in Warsaw ("SGE").
On the basis of the Agreement, the Parties intend to undertake mutual cooperation by establishing a joint entrepreneur ("SPV"), operating in the field of nuclear energy, consisting particularly in the construction of generation sources based on the SMR (Small Modular Reactor) technology in Pątnów area, where the Company is currently operating its activity in the field of electricity generation from lignite.
The intention of the Parties is the disposal or the contribution of assets to the SPV in the form of an organized part of the enterprise ("ZCP") related to the generation of electricity at Pątnów Power Plant, completion of the current activity consisting in the production of energy from lignite (maintaining obligations in this regard), and then developing the project of construction and operation of SMR based on SPV.
As a rule, the Parties will finance the activities of the SPV in equal parts, corresponding to the share in the share capital, at every stage of the SPV's activity, i.e. at the stage of conducting and then liquidation of activities based on lignite combustion, at the stage of preparing the land for the investment process, as well as at the stage of the investment process consisting in the construction of SMR units. The parties will also jointly exploit the units.
SGE, as a party to the contract concluded with GE Hitachi Nuclear Energy Americas LLC, based in Wilmington in the USA ("GEH") regarding, in particular, the exclusivity of SGE for the implementation of GEH technology in Poland, undertook to provide SPV with the possibility of using the GEH technology, if as part of the project, the Parties decide to use this technology.
Simultaneously, the Parties proceed with the preparation of the final version of the Joint Venture Agreement in order to agree on further details of cooperation and implementation of the joint project.
The transaction related to the establishment of the SPV will be subject to the fulfilment of the following precedent conditions:
- Issuance by the competent authority of unconditional protection of competition, decision granting the Parties with the consent to the transaction or the expiry of the statutory deadline within which the competent competition authority should issue a decision approving the transaction, and after that date, the consent is deemed to have been issued under the law;
- Adoption of a resolution by the Extraordinary General Meeting of the Company on the disposal of ZCP.
Signatures of persons representing the Company:
Piotr Woźny – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board