The Management Board of the company under the name of Polenergia S.A. (“Issuer“), acting pursuant to art. 17 sec. 1 of 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 (Journal of Laws UE. L. of 2014, No. 173, p. 1, as amended, hereinafter referred to as the “MAR Regulation“), hereby provides the following confidential information about the signing by the Issuer of an agreement regarding the potential purchase of shares in companies developing wind farm projects in Romania and granting the Issuer exclusivity in negotiations. On November 16, 2022, the Issuer decided to delay the submission of the above-mentioned confidential information to the public pursuant to art. 17 sec. 4 of MAR.
The decision of the Issuer’s Management Board to publish confidential information, the disclosure of which was delayed on November 16, 2022, was taken considering the need to include it in the Issuer’s prospectus prepared in connection with the planned public offering of new issue shares, referred to in the Issuer’s current report No. 6/2023 of February 22, 2023 (“Prospectus“) and Resolution No. 3/2023 of the Extraordinary General Meeting of the Company of April 3, 2023 (published in the Issuer’s current report No. 11/2023 of April 3, 2023). Due to the need to include the disclosed confidential information in the Prospectus, the confidentiality of the above information could no longer be ensured, and therefore the Issuer decided to disclose it to the public.
Content of the delayed confidential information:
“The Management Board of the company under the name of Polenergia S.A. (“Issuer“) hereby informs about signing on November 16, 2022 a Memorandum of Understanding (“Agreement“) with NAXXAR RENEWABLE ENERGY srl with its registered office in Bucharest and NAXXAR RENEWABLE ENERGY MANAGEMENT HOLDING srl with its registered office in Bucharest (hereinafter jointly “Partner“) concerning the potential purchase of shares in companies developing wind farm projects in Romania with a total maximum installed capacity up to 1924 MW (“Transaction“), in which the Partner granted the Issuer exclusivity in negotiations. At the stage of concluding the Agreement under the Transaction, the following are envisaged: (i) the Issuer’s purchase of 80% to 100% of the shares in special purpose vehicles, (ii) conclusion of an agreement with the Partner on the development of wind farms, and (iii) possibly a shareholders’ agreement with the Partner. The structure of the Transaction will be the subject to further work and negotiations with the Partner and may change.”
– „Delayed Confidential Information”.
The Issuer also informs that in the period from November 16, 2022 to the date of publication of the above confidential information, as a result of negotiations with the Partner, the potential structure of the negotiated Transaction was changed, which was included in the appendix of August 31, 2023 to the Memorandum of Understanding (“Appendix“). At the stage of concluding the Appendix, the Transaction provides for the acquisition by the Issuer, in two stages, to a total of 100% of shares in the company holding a stake in SPVs developing wind farm projects in Romania with a total maximum installed capacity up to 685.6 MW. The structure of the Transaction will be the subject to further work and negotiations with the Partner and may change.
The Issuer points out that the execution and final structure of the Transaction will depend on the results of the ongoing negotiations. Although the negotiations are at an advanced stage, their outcome, and thus the execution of the Transaction, are uncertain. In the event that subsequent stages leading to the execution of the Transaction will constitute confidential information, the Issuer will inform about them in separate current reports in accordance with applicable law.
In the Issuer’s opinion, the delay in disclosing the Delayed Confidential Information to the public was justified by the protection of the Issuer’s legitimate interests, as its immediate public disclosure at that time could have had a negative impact on the negotiation process with the Partner. Moreover, the Issuer assessed that the delay in disclosing the Delayed Confidential Information to the public is unlikely to mislead the public opinion. The Issuer has ensured the confidentiality of the Delayed Confidential Information until it is made public.
Pursuant to the content of art. 17 sec. 4, third paragraph of the MAR Regulation, immediately after the publication of this report, the Issuer will inform the Polish Financial Supervision Authority about the delay in disclosing the Delayed Confidential Information, together with an indication of the fulfillment of the conditions for such a delay.
legal basis: art. 17 sec. 1 and art. 17 sec. 4 of MAR
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