M&A Activity • Mar 26, 2021
M&A Activity
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Signing of the sales agreement for the shares in the company PGE EJ 1sp. z o.o. to the State Treasury
In reference to regulatory filing no. 28/2020 dated 1 October 2020, KGHMPolska Miedź S.A. ("Company") announces that on 26 March 2021 a salesagreement for 100% of the interest in the share capital of PGE EJ 1 sp.z o.o. ("Agreement") was signed between shareholders representing 100%of the share capital of PGE EJ 1 sp. z o.o. and the State Treasuryrepresented by the President of the Council of Ministers and acting viathe Government Plenipotentiary for Strategic Energy Infrastructure("State Treasury").
The Agreement was signed by all shareholders in the company PGE EJ 1 sp.z o.o. - apart from the Company, these are PGE Polska Grupa EnergetycznaS.A., Enea S.A. and TAURON Polska Energia S.A. ("Partners"). PGE EJ 1sp. z o.o. is responsible for preparation and realisation of aninvestment involving the construction and operation of Poland's firstnuclear power plant. The Company had 10% of the shares in PGE EJ 1 sp. zo.o.
The sales price for the shares in the company PGE EJ 1 sp. z o.o. heldby KGHM Polska Miedź S.A. was set at PLN 53 136 200, with the provisionthat following the transaction, it may be adjusted due to the necessityto update the market value of the shares of PGE EJ 1 sp.
z o.o. as at the date of signing the Agreement. The updated report fromthis measurement will be the basis for estimating the final (adjusted)sales price. The payment for shares in the company PGE EJ 1 sp. z o.o.will take place not later than 31 March 2021.
In addition, the Partners and PGE EJ 1 sp. z o.o. signed an annex to theagreement dated 15 April 2015 regarding WorleyParsons, according towhich the Partners are proportionally responsible for liabilities or areentitled to claims that may potentially arise as a result of resolutionof a dispute with WorleyParsons, up to the level of claims together withaccrued interest as at 26 March 2021.
Legal basis: Art. 17 (1) of MAR (Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of theEuropean Union dated 12 June 2014, no. L 173/1)
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