Current reports
Current report no. 28/2022
Conclusion of a framework agreement and an annex to the partners' agreement by ZE PAK S.A. with Ørsted Wind Power A/S
Legal basis:
Art. 17 sec. 1 MAR – inside information
Contents of the report:
The Management Board of ZE PAK SA (“Company”), in relations to the current report no. 5/2022 dated March 8, 2022 regarding acquisition of project companies and conclusion of a partner agreement (“Partner Agreement”) with Ørsted Wind Power A/S seated in Fredericia, Denmark (“ORS”) and the current report no. 14/2022 dated April 13, 2022, regarding acquisition of further project companies from ORS, informs hereby that on August 8, 2022, the Company concluded with ORS the framework agreement (“Framework Agreement”) and an annex to the Partner Agreement (“Annex”).
On the basis of the Framework Agreement and the Annex, the Company and ORS ("Parties") have decided in particular to make a series of share capital increases in seven project companies, as a result of which the number of shares that the Parties will be entitled to in these companies will change, while maintaining joint control Parties over these project companies and their joint financing.
The share capital will be changed in the following companies: Orsted Polska OF SPV 1 sp. z o.o. (“SPV 1”), Orsted Polska OF SPV 2 sp. z o.o. (“SPV 2”), Orsted Polska OF SPV 3 sp. z o.o. (“SPV 3”), Orsted Polska OF SPV 4 sp. z o.o. (“SPV 4”), Orsted Polska OF SPV 5 sp. z o.o. (“SPV 5”), Orsted Polska OF SPV 6 sp. z o.o. (“SPV 6”) and Orsted Polska OF SPV 7 sp. z o.o. (“SPV 7”) - until now, the parties held 50% of shares each in theses companies. Pursuant to the Framework Agreement, as a result of the increase in the share capital of these entities, the Company will own 60% of SPV 1 and SPV 6 ("ZE PAK Companies"), while ORS will own 99% of SPV 2, SPV 3, SPV 4, SPV 5 and SPV 7 (together as “ORS Companies”).
Pursuant to the Framework Agreement, in the event that any of the ORS Companies obtains a permit for the construction and use of artificial islands, structures and devices in the maritime areas of the Republic of Poland for offshore wind farm projects, in the next resolving procedure, conducted in accordance with Art. 27d et seq. of the Act of March 21, 1991 on the maritime areas of the Republic of Poland and maritime administration ("Permit"), the Company will have the right to request another increase in the share capital of a given ORS Company, under which all new shares will be acquired by the Company. As a result of the increase in the share capital of a given ORS Company, the Company and ORS will each hold 50% of shares in a given ORS Company. If the Company fails to submit a request to increase the share capital, after obtaining the Permit by a given ORS Company, ORS will be entitled to buy out all shares in a given ORS Company held by the Company. With regard to the ZE PAK companies, such a right to demand another share capital increase was not provided for.
Signatures of persons representing the Company:
Piotr Woźny – President of the Management Board
Maciej Nietopiel – Vice President of the Management Board
Andrzej Janiszowski – Vice President of the Management Board