Current reports
Current report no. 31/2021
ZE PAK SA signs preliminary share purchase agreement with Cyfrowy Polsat SA concerning the sale of shares in PAK-Polska Czysta Energia sp. z o.o.
Legal basis:
Art. 17 sec. 1 MAR – inside information
Contents of the report:
Management Board of ZE PAK SA („Company”, „Seller”), in connection to the current report no. 30/2021 dated December 20, 2021 regarding the 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, hereby informs that as a result of the negotiations, on December 20, 2021, the Company concluded a preliminary share purchase agreement („Agreement”) regarding the sale of shares in PAK-Polska Czysta Energia sp. z o.o with its registered office in Konin („PAK-PCE”), representing 67% of the share capital of PAK-Polska Czysta Energia sp. z o.o.(“PAK-PCE shares”) to Cyfrowy Polsat SA („Cyfrowy Polsat”).
The base sale price for PAK-PCE Shares was set at PLN 193,104,000.00, while the total amount of inflows to be obtained by the Company as a result of the transactions described below is to amount to PLN 800,459,000.00.
The selling price of PAK-PCE Shares was determined, inter alia, on the basis of the valuations prepared by Deloitte Advisory sp. z o.o. ("Valuations") and may be reduced by the value of unauthorized outflows of funds made to the Company and its related entities in the period from September 30, 2021 until the transfer to Cyfrowy Polsat of the legal title to the PAK-PCE Shares ("Locked Box Period"), and increased by interest accrued for the Locked Box Period according to the average interest rate on cash deposits in banks maintaining current bank accounts of ZE PAK SA for the time period closest to the Locked Box Period.
The sale price for PAK-PCE Shares was established in relation to the assets that are already in the PAK-PCE structure and to the assets that the Company undertook to contribute to the PAK-PCE structure prior to the sale of the PAK-PCE Shares.
PAK-PCE is a holding company around which there is being built a structure of subsidiaries operating in developing projects in the field of renewable energy sources and the production and use of hydrogen in the capital group to which the Company belongs.
Currently, the main assets of PAK-PCE are shares in the following companies: PAK-PCE Polski Autobus Wodorowy sp. z o.o. (a company established to develop a prototype of a hydrogen-powered bus, and then start its serial production), Kazimierz Biskupi Wind Farm sp. z o.o. (a special purpose vehicle developing a project to build a wind farm with a target installed capacity of 17.5 MW), Przedsiębiorstwo Remontowe PAK Serwis sp. z o.o. (a company operating in the field of maintenance, repair, assembly and construction activities) and PCE-OZE 1 sp. z o.o., PCE-OZE 2 sp. z o.o., PCE-OZE 3 sp. z o.o., PCE-OZE 4 sp. z o.o., PCE-OZE 5 sp. z o.o., PCE-OZE 6 sp. z o.o. (companies owning real estate where renewable energy projects may be implemented).
As part of the concluded Agreement, in order to increase the share capital of PAK-PCE, the Company undertook to make a contribution in kind to PAK-PCE in the following companies: PAK-PCE Fotowoltaika sp. z o.o. (a special purpose vehicle that currently operates a photovoltaic farm in Brudzew commune with an installed capacity of 70 MWp), PAK-VOLT SA (a company dealing in electricity and gas trading) and Exion Hydrogen Polskie Elektrolizery sp. z o.o. (a company that will develop activities in the area of design and production of electrolysers). The above-mentioned shares are to be transferred by March 31, 2022.
The Agreement also provides for an additional obligation of the Company, which will be performed after the date of sale of PAK-PCE Shares being the subject of the Agreement. The company undertook to separate the entire energy activity carried out at Konin Power Plant, particularly consisting in generating electricity from biomass, constituting an organized part of the enterprise ("ZCP Elektrownia Konin"). The company undertook to contribute ZCP Elektrownia Konin to the structure of PAK-PCE, in the form of an in-kind contribution (after the acquisition of PAK-PCE Shares by Cyfrowy Polsat), as a non-cash contribution with a value of PLN 906,500,000.00 as at September 30, 2021. After the Company contributes in kind in the form of ZCP Elektrownia Konin, PAK-PCE will issue shares that will be acquired by the Company, and then the Company undertook to sell to Cyfrowy Polsat 67% of the newly issued shares of PAK-PCE for PLN 607,355,000.00. This price will be reduced by the prepayment referred to below.
Payment for PAK-PCE Shares will be made after the fulfilment of the conditions precedent, including in particular the contribution of shares in PAK-Volt SA, PAK-PCE Fotowoltaika sp. z o.o. and Exion Hydrogen Polskie Elektrolizery sp. z o.o., and will be equal to PLN 193,104,000.00. Together with the selling price, the Company will receive a prepayment for the newly issued shares of PAK-PCE related to the contribution in kind in the form of ZCP Elektrownia Konin. The total price for the PAK-PCE Shares and the newly issued PAK-PCE shares related to the contribution in kind in the form of ZCP Elektrownia Konin will be PLN 800,459,000.00.
If the Company does not contribute ZCP Elektrownia Konin as an in-kind contribution to PAK-PCE, the Company will be obliged to return the prepayment and pay a contractual penalty to Cyfrowy Polsat in the amount of PLN 100,000,000.00.
The closing of the transaction contemplated in the Agreement is contingent on the satisfaction of the following conditions precedent: (i) satisfactory for Cyfrowy Polsat results of examination of documentation, particularly the legal and tax one of PAK-PCE and its subsidiaries, (ii) obtaining the Supervisory Boards’ approvals for completing the transactions by Cyfrowy Polsat and the Company. Additionally, the closing of the transaction will depend on the fulfilment of additional conditions precedent specified in the Agreement ("Additional Conditions"), i.e. in particular: making a contribution in kind to PAK-PCE in connection with the increase of the share capital of PAK-PCE as part of the transaction of 960,000 shares in the share capital of PAK-PCE Fotowoltaika sp. z o.o.; 800 shares in the share capital of Exion Hydrogen Polskie Elektrolizery sp. z o.o.; 2,950,000 shares in the share capital of PAK-Volt SA, and receivables resulting from loans granted to companies: PCE-OZE 1 sp. z o.o., PCE-OZE 2 sp. z o.o., PCE-OZE 3 sp. z o.o., PCE-OZE 4 sp. z o.o., PCE-OZE 5 sp. z o.o., PCE-OZE 6 sp. z o.o. (subsidiaries of PAK-PCE) by PAK Kopalnia Węgla Brunatnego Adamów SA in liquidation for the purchase of real estate by these entities from PAK Kopalnia Węgla Brunatnego Adamów SA in liquidation.
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 and art. 70 item 1 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies.
Signatures of persons representing the Company:
Piotr Woźny – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board