On 30 September 2016 Enea S.A. submitted an offer for the purchase of 100% of shares in ENGIE Energia Polska S.A. The offer was submitted according to the description in the process initiated by ENGIE, the owner of 100% of the shares in ENGIE Energia Polska, which considered their sale. On 2 December 2016 the Company obtained exclusivity rights to further negotiations of the purchase of 100% of shares in ENGIE Energia Polska S.A., owned by ENGIE.
On 23 December 2016 the Company and ENGIE International Holdings B.V. signed a conditional agreement for sale of 100% of shares of ENGIE Energia Polska S.A. ("the Agreement"). Based on the Agreement the Company will purchase 100% of shares in share capital of ENGIE Energia Polska S.A. and also indirectly 100% of shares of ENGIE Bioenergia sp. z o.o. ENGIE Energia Polska S.A. is the owner of the Połaniec Power Plant.
The enterprise value of ENGIE Energia Polska S.A. (i.e. calculated excluding debt and cash in the company) has been agreed at the amount of PLN 1 073 140 672. The final price of 100% of shares of ENGIE Energia Polska S.A. will be calculated on the basis of the established enterprise value adjusted by net debt and working capital as of 31 December 2016.
Closing of the transaction is conditional upon fulfilment of the following significant conditions precedent:
- obtaining the consent of the Minister of Energy, in accordance with the Act on Control over Certain Investments,
- obtaining the consent of the President of the Office of Competition and Consumer Protection for concentration,
- renunciation of pre-emptive right by the President of the Agricultural Property Agency, and
- conversion of debt of ENGIE Energia Polska S.A. owed to entities within the ENGIE Group into equity in ENGIE Energia Polska S.A.
The Agreement will expire after 6 months from its signing, if 100% of shares of ENGIE Energia Polska S.A. are not purchased within said deadline due to failure to fulfil conditions precedent.
On 28 February 2017, the Company received the information on the satisfaction of the last of the said conditions, which means that all the conditions precedent have been fulfilled.
On 2 March 2017 the Company received the calculation of the initial selling price of 100% of shares in ENGIE Energia Polska SA in the amount of PLN 1 264 159 355 from ENGIE International Holdings B.V. The initial selling price was determined in accordance with the terms of the Agreement, and will be subject to verification by the Company and to potential adjustments in the period occurring directly after taking the control over ENGIE Energia Polska S.A., under the terms specified in the Agreement, compliant with the market standards applying to such transactions. The estimated costs related to the purchase of shares amounted to PLN 3.4 million. Transaction is consistent with Enea Capital Group's Development Strategy until 2030 approved in September 2030. With this transaction the Group will increase its share in domestic electicity production and will be vice-leader of Polish market of electricity producers. As the date of preparation of these consolidatet financial statements, process of purchase price allocaton has not been completed. As at 28 February 2017, the estimated net value of assets of the group acquired amounts to PLN 1 296 143 854.
On 14 March 2017 Enea S.A. acquired 100% of shares in ENGIE Energia Polska S.A., i.e. 7,135,000 shares entitled to the same amount of votes for the initial price of PLN 1 264 159 355.