Current reports
Current report no. 19/2023
Conclusion of Annex No. 5 to the preliminary share purchase agreement for the sale of shares in PAK-Polska Czysta Energia sp. z o.o. and the sale of shares in PAK-Polska Czysta Energia sp. z o.o.
Legal basis:
Art. 17 sec. 1 and 4 of MAR – inside information
Contents of the report:
The Management Board of ZE PAK SA („Company”), with reference to current report no. 31/2021 of 20 December 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., current report no. 11/2022 of 30 March 2022, regarding the conclusion by the Company of an annex to the preliminary share purchase agreement in PAK-Polska Czysta Energia sp. z o.o. with its registered office in Konin („PAK-PCE”) for shares representing 67% of the share capital of PAK-PCE, which was concluded by the Company with Cyfrowy Polsat SA with its registered office in Warsaw on 20 December 2021 (“CP”, the “Agreement”), current report no. 24/2022 of 27 June 2022, regarding the decision made by the Company on the conclusion of annex 2 to the Agreement with CP and the transfer of ownership of an organized part of Konin Power Plant enterprise to PAK-PCE Biopaliwa i Wodór sp. z o.o., as well as current report no. 33/2022 regarding the conclusion of annex 3 between the Company and CP and current report no. 40/2022 of 27 December 2022, regarding the conclusion of annex 4 between the Company and CP, hereby informs that: (i) the Company has executed annex 5 to the Agreement with CP (“Annex 5”) and (ii) the Company has sold to CP 2,390,600 shares in PAK-PCE, representing approx. 10.1% of PAK-PCE's share capital and approx. 10.1% of the votes at PAK-PCE's shareholders' meeting.
The conclusion of Annex 5 was in particular related to new arrangements between ZE PAK and CP ("Parties") concerning, inter alia, the number of shares in PAK-PCE to be sold by the Company. Pursuant to Annex 5, the Parties agreed that the subject matter of the final agreement ("Final Agreement") would be 2,390,600 shares in PAK-PCE, representing approx. 10.1% of the share capital of PAK-PCE and approx. 10.1% of the votes at the PAK-PCE’s shareholders’ meeting ("PAK-PCE Shares") ("Transaction").
In addition, the Company and CP have agreed that prior to the closing of the Transaction, the companies: (i) Przedsiębiorstwo Remontowe "PAK Serwis" sp. z o.o. and (ii) PCE-OZE 5 sp. z o.o. which are subsidiaries of the PAK-PCE group, will be transferred to the Company and will therefore not be the subject of the Transaction.
Due to the reduction in the number of PAK-PCE Shares disposed of by the Company, the base price for the PAK-PCE Shares has also changed and will amount to PLN 115,149,802.00. The base price will be: (i) reduced by the amount of any non-permitted leakage specified in the Agreement; (ii) increased by interest accrued for the period commencing on the Locked Box date and ending on the date of the cash contribution made by the CP on account of the share capital increase in PAK-PCE Biopaliwa i Wodór sp. z o.o., i.e. until 13 May 2022, at the average interest rate for deposits with banks keeping current bank accounts for the Company, for the period the best approximating the specified period; (iii) increased by the amount resulting from the Parties' transactions concerning all power sector activities of Konin Power Plant, including, in particular, the biomass-generated electricity business, in the form of an organized part of the enterprise, and (iv) decreased by the amount resulting from the settlement related to the sale by PAK-PCE of 100% of shares in Przedsiębiorstwo Remontowe "PAK Serwis" sp. z o.o. to the Company.
In addition, on July 3, 2023 the Parties entered into the Final Agreement, under which the Company sold the PAK-PCE Shares to CP. The final price for the 2,390,600 shares in PAK-PCE, representing approx. 10.1% of PAK-PCE's share capital and approx. 10.1% of the votes at PAK-PCE's shareholders' meeting, after all adjustments referred to above amounted to PLN 117,025,256.00.
Following the Transaction, the Company holds approx. 49.5% of the PAK-PCE Shares, while CP holds approx. 50.5% of the PAK-PCE Shares.
On July 3, 2023, the Supervisory Board of the Company granted consent to conclude Annex 5 and complete the Transaction.
The Transaction is a significant transaction with a related entity within the meaning of Article 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 (Dz. U. of 2022, item 2554 as amended).
As the Transaction will be executed at arm’s length, it will not prejudice the interests of the Company or the shareholders who are not related parties, including minority shareholders.
Legal basis: Article 17(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
Andrzej Janiszowski – Vice President of the Management Board