The Management Board of the company Polenergia S.A. (“Issuer“), acting pursuant to Article 17(1) and 17(4) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse 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 (“MAR Regulation“), hereby provides the following postponed inside information on the adoption by the Issuer’s Management Board of a resolution granting consent to the execution by the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. of facility credit agreements and security agreements with a view to finance the construction of the offshore wind farms Bałtyk II and Bałtyk III.
Content of postponed inside information:
The Management Board of the company Polenergia S.A. (“Issuer“) hereby announces that on 6 May 2025 it adopted a resolution on the exercising of the voting right under the shareholder’s resolution of the companies MFW Bałtyk II sp. z o.o. and MFW Bałtyk III sp. z o.o. (“Project Companies“) and on granting consent for those companies to enter into facility credit agreements and security agreements for the financing of the construction of offshore wind farms Bałtyk II and Bałtyk III (“Agreements“).
The Management Board expects that on the basis of the Agreements, the Project Companies will obtain financing under the (non-recourse) project finance formula to finance their expenditures in the amount of ca. EUR 2.9 billion for MFW Bałtyk II sp. z o.o. and ca. EUR 2.9 billion for MFW Bałtyk III sp. z o.o. The financing period covers the construction period and the subsequent 22 years.
In addition, the Project Companies will have an option to use additional and standby credit facilities in the total amount of ca. EUR 230 million for MFW Bałtyk II sp. z o.o. and ca. EUR 240 million for MFW Bałtyk III sp. z o.o.
The interest rate on the project finance funding will be calculated on the basis of a variable interest rate based on the relevant EURIBOR and WIBOR rate plus an appropriate margin.
The Issuer is responsible for contributing equity of ca. EUR 145 million, to be deposited on the Issuer’s dedicated bank accounts in full before the first disbursement of facility credit (“Escrow Accounts“). The releasing of funds from the Escrow Accounts to finance the Issuer’s equity contribution will continue until 2028.
In addition, in the event of project cost overruns or lower than expected cash flows during the start-up period of projects, the Issuer may be required to make an additional equity contribution of up to EUR 278 million. In this regard, the Issuer’s obligation will be secured by bank guarantees issued at the request of the Issuer (the Issuer reported on the execution of and amendments to the guarantee facility agreement in current report No. 7/2025 of 18 February 2025 and current report No. 25/2025 of 6 May 2025) as well as by the Issuer’s corporate guarantee.
The Issuer’s Management Board also informs that the project finance will not be secured on any of the Issuer’s or Polenergia Group’s assets except for pledges on the Issuer’s shares in the share capital of the Project Companies and on Escrow Accounts.
In the resolution, the Management Board also requested the Issuer’s Supervisory Board consent to exercise voting rights under shareholders resolutions of the Project Companies and a consent for the Project Companies to enter the Agreements.”
Further information:
On 6 May 2025, the Issuer decided to postpone the release of the abovementioned inside information to the public until the execution of the Agreements by the Project Companies. The process of entering into the loan agreements providing for the establishment of certain security was completed on 20 May 2025, which was reported by the Issuer in current report No. 32/2025 dated 21 May 2025.
In accordance with the wording of the third paragraph of Article 17(4) of the MAR Regulation, promptly after the publication of this report, the Issuer shall inform the Financial Supervision Commission of the postponement of disclosure of inside information, together with a statement of meeting the prerequisites for such postponement.
Legal basis: Article 17(1) and 17(4) of the MAR Regulation.
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