Current reports
Current report no. 30/2021
Disclosure of delayed inside information regarding the commencement of talks by ZE PAK SA with Cyfrowy Polsat SA on the potential possibility of cooperation in the implementation of the Company's strategy in the area of development of projects related to the production of energy from low-emission and zero-emission sources as well as the production and use of green hydrogen.
Legal basis:
Art. 17 sec. 4 MAR – notice of delayed disclosure of inside information
Contents of the report:
Acting pursuant to Art. 17 items 1 and 4 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of April 16, 2014 ("MAR"), ZE PAK SA ("Company") provides the following inside information regarding the Initiation by ZE PAK SA talks with Cyfrowy Polsat SA on the potential possibility of cooperation in the implementation of the Company's strategy in the area of development of projects related to the production of energy from low-emission and zero-emission sources as well as the production and use of green hydrogen ("Inside Information").
The disclosure of the Inside Information was delayed on November 29, 2021, pursuant to Art. 17 sec. 4 MAR.
Content of delayed Inside Information:
„Management Board of ZE PAK SA ("Company"), informs that on November 29, 2021, it decided to start talks with Cyfrowy Polsat SA on the potential possibility of cooperation in the implementation of the Company's strategy in the area of development of projects related to the production of energy from low-emission and zero-emission sources as well as the production and use of green hydrogen. The talks regarding cooperation may particularly concern the potential capital involvement of Cyfrowy Polsat SA in selected assets of the Company and acquiring Cyfrowy Polsat SA as an investor. The decision of the Management Board of the Company is dictated by a realistic assessment of the Company's current capital capabilities regarding the implementation of developed projects requiring high investment outlays. In the opinion of the Management Board, one of the options securing the possibility of continuing the implementation of the adopted directions of the Company's strategy is gaining a strong partner for cooperation through his capital commitment in selected assets of the Company ("Transaction").
The company emphasizes that the negotiation process is at an early stage, and the outcome and the probability of its successful completion are uncertain. Agreeing the terms of the Transaction depends on a number of conditions, the most important of which include the development of detailed terms of the Transaction and documentation necessary to carry it out as well as obtaining the necessary approvals from the competent authorities of the Company and Cyfrowy Polsat SA. The agreement of the Transaction terms should also include the determination of specific assets that will be subject to the Transaction and the amount of Cyfrowy Polsat SA's capital commitment.
The company will inform about taking the next steps in the negotiation process in separate current reports.
At the same time, the Management Board of the Company informs that so far no binding decisions have been taken regarding the execution of the proposed Transaction by the Company, and it is uncertain whether and when such a decision will be made in the future. The company will publish information on the course of the process in accordance with applicable law.”
Rationale for delayed disclosure of the Inside Information:
In the opinion of the Management Board of the Company, the delay in the disclosure of the above Inside Information, at the time the decision on delay was taken, met the conditions set out in MAR and in the guidelines of the European Securities and Markets Authority regarding the delay in disclosure of inside information of October 20, 2016.
The positive effect of the negotiations and their possible completion depended on the course of the negotiations, including the detailed conditions of capital involvement by Cyfrowy Polsat SA in selected assets of the Company, as well as the documentation necessary to carry out the above-mentioned processes.
The agreement on the terms of the Transaction was also to include the determination of specific assets that will be subject to the Transaction and the amount of Cyfrowy Polsat SA's capital commitment. Without such detailed arrangements, it was difficult for the Company to assess the Transaction and its possible impact on the Company's future operations.
Moreover, at the stage of undertaking the said actions by the Company, the result of the negotiations, and thus also the probability of the actual successful conclusion of the negotiations, were unknown.
In the opinion of the Management Board of the Company, in the described circumstances, the immediate disclosure of information about the commencement of talks with Cyfrowy Polsat SA, constituting a part of the extended process aimed at conducting the Transaction, created a risk of violating the legitimate interests of the Company and its capital group by possible negative impact on the course and result of this process, by worsening the negotiating position of the Company or even could have resulted in the impossibility of its completion in the future.
In particular, the disclosure of information about the commencement of talks with Cyfrowy Polsat SA relating to the Transaction could have had an impact on the Company's share price prior to the final decision of the Management Board of the Company and other competent bodies of the Company and Cyfrowy Polsat SA as to the implementation of the Transaction, which could adversely affect the Company's ability to achieve the assumed business and financial goals.
In the opinion of the Management Board of the Company, there were no indications that the delay in disclosing the Inside Information could mislead the public and investors as to the likelihood of execution and the terms of the Transaction and cause an incorrect assessment of this information and its potential impact on the Company's value, in particular due to the lack of prior public announcements on the part of the Company in the matter referred to in the Inside Information.
The Management Board of the Company also ensures that it has taken all the steps required by MAR to maintain the confidentiality of delayed Inside Information until it is made public, in particular through the internal procedures for circulation and protection of information implemented at the level of the Company's capital group. At the time of making the decision to delay the public disclosure of the Inside Information, pursuant to Art. 18 of the MAR Regulation, a list of persons with access to Inside Information was drawn up, which was monitored on an ongoing basis and, if necessary, updated.
Having regard the legitimate interests of the Company and its shareholders, as well as meeting the legal requirements of MAR, the Company will, in a separate report, provide information on the possible positive conclusion of negotiations and commencement of the Transaction and its terms, if they are inside information.
The Inside Information may be made public before the lapse of that time if the Company enters into conditional agreements or other arrangements whereby the parties will agree to execute the Transaction.
Pursuant to art. 17 sec. 4, third paragraph of MAR, immediately after the delayed inside information is disclosed to the public, the Company will inform the Polish Financial Supervision Authority of the delay in disclosure of inside information along with an indication of the fulfilment of the conditions for such delay, in accordance with Art. 4 (3) of the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to technical conditions for the proper disclosure of inside information to the public and delaying the disclosure of inside information to the public in accordance with the Regulation of the European Parliament and Council (EU) No. 596/2014.
The delayed Inside Information will not be disclosed to the public if it loses its value as confidential information before the end of the date of its publication, in particular as a result of withdrawal by the Company or Cyfrowy Polsat SA from the execution of the Transaction.
Legal basis: Art. 17 sec. 1 and 4 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
Signatures of persons representing the Company:
Piotr Woźny – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board