Current reports
Current report no. 16/2024
Acquisition of shares of companies running wind projects by ZE PAK SA
Legal basis:
Art. 17 sec. 1 MAR – inside information
Content of the report:
The Management Board of ZE PAK SA ("Company") informs that on June 27, 2024, the Company made a joint investment with PAK-Polska Czysta Energia sp. z o.o. (“PAK PCE”), a company belonging to Cyfrowy Polsat Group consisting in concluding agreements regarding the purchase of shares from Goalscreen Holdings Limited in Energia Przykona sp. z o.o. and Neo Energia Przykona X sp. z o. o. ("Project Companies"), together with receivables towards Project Companies that are implementing an investment project involving sets of installations of renewable energy sources in the form of wind farms in Opole Voivodeship with a total expected connection capacity of approximately 500 MW ("Investment Project").
At the current stage, the Company's investment concerns 99% of the share capital of the Project Companies and the remaining shares in the Project Companies will be acquired by PAK PCE. At the same time, the Company and PAK PCE signed a document specifying the main terms of the future shareholders' agreement (term sheet), which includes, among others: grant PAK PCE the right to increase its share in Project Companies and permanent supervision over Investment Projects through participation in the supervisory boards of these companies.
The amount for the purchase of shares in Project Companies and receivables towards Project Companies will be payable in parts as the implementation of the Investment Project progresses, and its final amount will depend on the final parameters of the Investment Project and, together with the purchase price of receivables towards the Company, will amount to no more than EUR 110,000,000 net. In connection with the conclusion of agreements for the purchase of shares in Project Companies and receivables from Project Companies, the seller and buyer concluded an agreement providing for the right to sell and, respectively, repurchase shares in Project Companies and receivables from Project Companies in the event that the Investment Project fails to achieve certain parameters. Moreover, the transaction documentation provides for the repurchase of shares in Neo Energia Przykona X sp. z o.o. by the seller and receivables towards this company in the event of obtaining specific design rights by Energia Przykona sp. z o.o.
Due to the development phase of the Investment Project, the Project Companies will conclude an agreement with Energia Opole sp. z o.o. (a company of the Neo Energy Group) project development agreements, pursuant to which Energia Opole sp. z o.o. will take actions aimed at ensuring that the installations constituting the Investment Project obtain the ready-to-build status by December 31, 2030, including in particular obtaining a set of titles to the land on which the projects are to be implemented , constituting the Investment Project and permits enabling the commencement of construction of the installations included in it ("Project Development Agreements"). Payments under Project Development Agreements will depend on the completion of specific phases of the Investment Project, and the total amount payable under Project Development Agreements will depend on the final parameters of the Investment Project, in particular the achieved power, and is estimated at no more than EUR 160,000,000 net.
At further stages of the Investment Project, the Project Companies will conclude both further agreements during the execution of Project Development Agreements, as well as agreements regarding the construction of sets of installations of renewable energy sources in the form of wind farms. The Company will inform in separate current reports about significant agreements concluded as part of the implementation of the Investment Project and its target parameters.
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