Current reports
Current report no. 11/2022
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:
The Management Board of ZE PAK S.A. ("Company", "Seller"), with reference to the current report no. 31/2021 of December 20, 2021 regarding the conclusion by the Company of a preliminary agreement for the sale of shares in PAK-Polska Czysta Energia sp. Z o.o. with Cyfrowy Polsat S.A., hereby informs that on March 30, 2022, the Company concluded an annex ("Annex") to the preliminary share sale agreement ("Agreement") regarding the sale by the Company to Cyfrowy Polsat S.A. ("Cyfrowy Polsat") of shares in PAK-Polska Czysta Energia sp. z o.o. with its seat in Konin ("PAK-PCE"), representing 67% of the share capital of PAK-Polska Czysta Energia sp. z o.o. ("PAK-PCE Shares").
Pursuant to the Annex, the Company and Cyfrowy Polsat ("Parties") decided to:
- change of the end date (long stop date) by which the Parties assumed the fulfilment of all conditions precedent of the Agreement; and
- making a prepayment by Cyfrowy Polsat to the Company against the sale price for the PAK-PCE shares up to the maximum amount being the sum of: (i) the base price specified in the Agreement for the Shares, i.e. PLN 193,104,000 (one hundred ninety three million one hundred four thousand PLN) and (ii) the amount constituting the selling price of additional shares in PAK-PCE, which, in accordance with the Agreement, will be created as part of the performance of the additional obligation specified in the Agreement ("New Shares"), and then sold to the Buyer, i.e. the amount of PLN 607,355,000 (six hundred and seven million, three hundred and fifty-five thousand zlotys), which may be adjusted in connection with the settlement of the working capital in accordance with the Agreement ("Prepayment").
The change of the end date in the Agreement relates to the acknowledgement by the Company and Cyfrowy Polsat of the impossibility of one of the conditions precedent of the Agreement in the originally assumed date, i.e. till March 31, 2022. Therefore, under the Annex the end date was moved to September 30, 2022.
The prepayment may be paid to the Company once or in parts, upon a written request submitted by the Company, within 3 (three) business days from the date of its receipt by Cyfrowy Polsat. The condition for the Prepayment is the establishment by the Company of a security in the form of an ordinary and registered pledge on the shares of PAK-PCE, representing 67% of the share capital of PAK-PCE ("Pledges").
Simultaneously, on the basis of the Annex, the Parties decided that from the date of payment by Cyfrowy Polsat of each part of the Prepayment to the Company, no interest will be charged on the Prepayment amount on the base sale price for the PAK-PCE Shares, if required under the Agreement.
On March 30, 2022, the Supervisory Board of the Company granted its consent, inter alia, for: (i) the sale by the Company of the PAK-PCE Shares, (ii) the sale of the New Shares to Cyfrowy Polsat (hereinafter jointly as the "Transaction"), (iii) performance by the Management Board of the Company of all necessary legal and factual actions to perform the transactions subject to the Agreement, including the conclusion and performance of the promised agreement for the sale of PAK-PCE Shares, (iv) conclusion of an Annex, and (v) establishment of Pledges by the Company.
The Transaction is a significant transaction with a related entity within the meaning of Art. 90h of the Act of July 29, 2005 on public offering and the conditions for introducing financial instruments to an organized trading system and on public companies (Journal of Laws of 2021, item 1983, as amended).
Moreover, given that the Transaction will take place on market conditions, there will be no breach of the interests of the Company or the shareholders who are not related parties, including minority shareholders. For the purposes of the transaction, an independent opinion was prepared by Deloitte Advisory sp. z o.o., confirming the fairness of the agreed prices.
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