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Poleneriga Launches the Public Offering of Series AA Shares

The public offering of series AA shares of Polenergia, the largest Polish private, vertically integrated energy group, starts on 31 January 2022. Pursuant to the Prospectus approved by the Polish Financial Supervision Authority, the price per ewly issued share is PLN 47.00. The company plans to receive PLN 1,007 million from sale of not more than 21,426,807 shares. These funds will be predominantly assigned to the development and construction of zero emission energy sources.

The purpose of issue of series AA shares is to finance the investment needs resulting from the performance of the Strategy of Polenergia Group for 2020-2024 announced in May 2020. In particular, the procured funds will be assigned for development of offshore wind projects, development and construction of onshore wind farms and photovoltaic farms, development of electromobility, development and acquisition activities in selected business areas, as well as repayment of short-term credit intended for the financing of onshore wind farms. The company expects that full use of the funds procured as part of the public offering of series AA shares will take place within a year from submission of funds that derive from payments for the offering.

Pursuant to the resolution of the General Shareholders’ Meeting of 18 June 2021, the price of offered shares was determined at a level of PLN 47.00 per share, which corresponds to the price per share of Polenergia agreed in the shareholders’ agreement between Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited, about which the company informed, among others, in current reports No. 27/2020 of 4 November 2020 and No. 5/2021 of 5 February 2021. The entities authorised to participate in the public offering of series AA shares are all investors who, at the end of the day on 27 January 2022, were holders of Polenergia shares – irrespective of their number. The issue shall be carried out excluding the subscription right in full. Simultaneously, all shareholders other than Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited holding Polenergia’s shares at the end of the day on 27 January 2022 shall be vested with the pre-emptive right to the allocation of shares.

Polenergia’s Prospectus where more information about the Group can be found, along with detailed information about the intended use of the funds from the issue of series AA shares has been published on the website: www.polenergia.pl. During the offering, the Prospectus shall also be available on IPOPEMA Securities S.A. website, which acts as the investment firm in relation to the offering: www.ipopemasecurities.pl.

Planned schedule of the offering:

  • 27 January 2022 – publication of the Prospectus
  • 31 January – 4 February 2022 – acceptance of subscriptions and payments from authorised investors, Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited as part of the basic subscription
  • 9 February 2022 – publication of notification about the number of shares for which subscriptions were made as part of the basic subscription and the number of shares available as part of additional subscription
  • 10 – 14 February 2022 – acceptance of subscriptions and payments from authorised investors and BIF IV Europe Holdings Limited as part of additional subscription
  • 17 February 2022 – allocation of offered shares
  • around 2 March 2022 – estimated first day of listing of rights to shares offered at the WSE.

As of the Prospectus date, Polenergia is developing three offshore wind projects together with Equinor. The final investment decision for MFW Bałtyk II and MFW Bałtyk III projects is scheduled for 2024, which is going to allow for the delivery of the first electric energy to the network in 2027. The generation capacity of both farms will amount to 1440 MW and this will allow for supplying electric energy to over 2 million households. In 2021, MFW Bałtyk II and MFW Bałtyk III received decisions of the ERO President granting the right to cover the negative balance of energy, which is a system support dedicated to the generation of energy by offshore wind farms. The third project, MFW Bałtyk I, with a planned capacity up to 1560 MW, has a valid location permit and an agreement on connection from the transmission system operator. At the present moment, a comprehensive pre-investment programme of studies of the maritime environment is carried out for the purpose of environmental impact assessment of MFW Bałtyk I, which is a milestone on the path to procuring a decision on environmental constrains that is requisite for project performance.

At the present moment, the issuer has the capacity of 287 MW installed in onshore win farms with annual production of approx. 790 GWh, which constitutes approx. 75% of the share of this segment in the installed capacity of the Group. Simultaneously, Polenergia is one of the largest producers of energy from onshore wind farms in Poland, having almost 5% share in the installed capacity at the market. Positive regulatory changes will significantly affect the operation of Polenergia, as the company intends to actively pursue the development of three wind projects with a planned joint capacity of 300-600 MW. The issuer is planning to build two wind projects, FW Grabowo and FW Piekło, with a total capacity of 57 MW. It also holds a portfolio of photovoltaic farms, where investments with a planned capacity of almost 56 MW were notified for an auction in 2021 and received support as part of the system. Subsequent photovoltaic farm projects with a capacity of 18 MW should be ready for an auction in 2022.

As of the Prospectus date, Polenergia carries out development activities in the area of electromobility, which is a bridge connecting the modern energy sector and the automotive industry. Extension of generally accessible stations of quick and fast charging is planned as a vital element allowing for the free movement of electric cars in the area of Poland and development of product offer targeted at individual and business clients. This is an area where Polenergia is planning to play a key role as an operator and supplier of green energy charging produced from own sources. Being an active market participant, the company builds competence and experiences also as part of its organisation; therefore, it has put in place a fleet policy in line with which new vehicles used in the Group are provided with a fully electric or hybrid ‘plug-in’ drive.

A noticeable element of development of the Polish electric energy sector is growth in the significance of dispersed energy consisting in generation of electric energy, heat or cold by minor units or production facilities for local use, including prosumer energy. Polenergia perceives this trend and understands that along with a change in the mode of generation, the customers’ expectations as to the products and services are also changing. That is why the Group adjusts to the new reality by investments in the area of installation and customer servicing in the area of dispersed energy and is already delivering household photovoltaic installations, energy warehouses, heat pumps and new services related to the management of demand, virtual power plants and aggregation to the end customers.

As of the Prospectus date, Polenergia is actively seeking customers throughout Poland. The target group is the B2B and B2C segment, i.e. households. Polenergia Sprzedaż relies its sales strategy entirely on energy from renewable sources of energy located in the territory of Poland. The offer for households, apart from price guarantees, also features products with flexible price guarantees, discount guarantees or completely flexible, allowing quick and simple changes. The company was the first entity at the Polish market to offer the Energia 2051 standard consisting in delivery of completely green energy at every hour of consumption to end recipients. Such requirement, according to the guidelines of the European Green Deal, will be generally applicable in Poland only in thirty years’ time. This means that the Polenergia clients can now use deliveries of energy with zero carbon footprint and thus join millions of households and companies around the world which care about the environment and nature.

To make the implementation of climate objectives announced by the European Commission, among others in the “Fit for 55” package, aimed at reducing the emission of greenhouse gases by 55% by 2030 as compared to 1990 feasible, activities in particular in the geographic area of the Central Europe are required. Given the in-depth understanding of the local conditions and attractiveness of the region, Polenergia decided to search for specific projects and partners outside of Poland. The Group is carrying out activities to source and develop projects in the area of generation from renewable sources, such as onshore and offshore wind energy and photovoltaics. The goal of Polenergia in a long-term horizon is construction of an integrated energy entity operating in the entire region of Central Europe.

This press release refers to or is related to: (i) public offering of not more than 21,426,807 newly issued ordinary series AA bearer shares (“Offered Shares”) each of which carries one voting right of Polenergia S.A. with its registered office in Warsaw, Poland (“Company”) with a nominal value of PLN 2.00 each (“Offering”); and (ii) the Company’s application for admission and trading on the regulated market (primary market) operated by the Warsaw Stock Exchange S.A. of Offered Shares and not more than 21,426,807 rights to the Offered Shares (“Admission to Trading”).

The Prospectus prepared in relation to the Offering and Admission to Trading (“Prospectus”) was approved on 27 January 2022 by the Polish Financial Supervision Authority (“PFSA”) which is a supervision authority for the capital market in Poland. The Offered Shares shall be offered at terms and in line with the principles set out in the Prospectus.

The Prospectus, along with potential supplements, updates and errata was published and is available at the Company’s website (www.polenergia.pl) and additionally, exclusively for information purposes, on the website of IPOPEMA Securities S.A. as the Investment Firm (www.ipopemasecurities.pl).

No investment decisions should be made before reading the content of the entire Prospectus in detail, including the content of documents attached to the Prospectus by reference, especially risks related to the investments in the Offered Shares, described in the chapter of the Prospectus titled “Risk Factors”, any potential supplements, updates and errata to the Prospectus.

The Offer shall be carried out exclusively in the territory of the Republic of Poland. Information published on the website is not intended for publication or distribution outside of the borders of the Republic of Poland. Outside of the borders of the Republic of Poland, the Prospectus shall not be treated as a proposal or an offer of purchase of the Offered Shares. Neither the Prospectus nor the Offered Shares covered by it have been an object of registration, approval or notification in any country outside of the Republic of Poland and in particular in line with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC or legal provisions pertaining to the offering of securities applicable in the United States of America. The Offered Shares covered by the Prospectus shall not be offered outside of the borders of the Republic of Poland (including in the territory of other countries of the European Union and the United States of America). Neither the company nor any entity acting on its behalf or for its benefit has taken and shall in the future take any actions that could be deemed a public offering of the Offered Shares covered by the Prospectus in any state outside of the Republic of Poland.

Provisions of certain states outside of the Republic of Poland may limit the distribution of information posted on such websites. Every Investor residing or having a registered office outside of the Republic of Poland shall become acquainted with the provisions of the Polish law and provisions of law of other countries which may be applied to it.

Please be informed that these materials and information and use thereof: (i) are subject to the terms outlined above; (ii) are intended for persons or entities located and having access to this website from the territory of the Republic of Poland; (iii) are not addressed to US persons within the meaning of Regulation S, which is an executive act to the U.S. Securities Act of 1933 or to persons who represent or act on account of such persons; and (iv) are not addressed to persons or entities located in the territory of the United States of America.

Please note that viewing and access to these materials in violation of the terms specified above may constitute a violation of legal provisions regulating the trading of securities, in particular in Poland and in the United States of America.

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