| Announcement of a tender offer to subscribe for the sale of all shares of ENERGA S.A. with registered office in Gdansk
Regulatory announcement no 44/2019 dated 5 December 2019
PKN ORLEN S.A. (“Company”) informs that on 5 December 2019 it has announced tender offer for all shares issued by ENERGA S.A. with its registered office in Gdansk (“ENERGA”), i.e. 414 067 114 shares (“Share” or “Shares” respectively), with par value of PLN 10.92 each, of which:
a) 269,139,114 ordinary bearer “AA” class shares where 1 “AA” class share has 1 vote at the General Meeting of ENERGA (“GM”) attached to it, 269,139,114 votes at the GM in aggregate for all ordinary bearer “AA” class shares, admitted and introduced to trading in a regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. uncertificated (paperless) and labelled by Krajowy Depozyt Papierów Wartościowych S.A. with the code PLENERG00022;
b) 114,928,000 certificated registered “BB” class shares, where 1 “BB” class share has 2 votes at the GM attached to it, 289,856,000 votes at the GM in aggregate for all registered “BB” class shares,
with 558,995,114 votes at the GM attached to them, corresponding to 100% of the aggregate number of votes at the GM and representing 100% of the share capital of the Company (“Tender Offer”).
Tender Offer has been announced pursuant to Art. 74 item 1 of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading and on public companies (OJ 2019.623, as amended) and the Regulation of the Minister of Development and Finance of 14 September 2017 on the forms of tender offers to subscribe for the sale or exchange of shares in a public company, detailed procedures of the announcement thereof and the conditions for acquiring shares pursuant to such tender offers (OJ 2017.1748).
The Company is a sole entity purchasing the Shares in the Tender Offer.
The price at which shares are to be purchased under the Tender Offer amounts to 7 PLN per one Share.
The Tender Offer has been announced under the following conditions:
a) the Company obtains an unconditional decision of the European Commission (or another competent anti-monopoly authority) approving the merger involving the takeover of control of the ENERGA,
b) the GM has adopted a resolution amending the Articles of Association of ENERGA to waive the voting restrictions referred to in § 27(1)-(7) of the Articles of Association,
c) the Supervisory Board of ENERGA has adopted a resolution adopting a consolidated text of the Articles of Association pursuant to § 17(1)(15) of the Articles of Association (inclusive of the amendments referred to above),
d) the number of Shares subscribed for sale under the Tender Offer corresponds at least to 66% of the aggregate number of votes at the GM,
e) the Company and ENERGA have entered into an agreement concerning a due diligence audit of ENERGA.
Unless the subscription period for the sale of Shares under the Tender Offer is extended the subscription period will start on 31 January 2020 and will end on 9 April 2020.
Text of the Tender Offer is attached hereto regulatory announcement.
See also: regulatory announcement 43/2019 as of 5 December 2019.
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