PGE, Tauron, Enea and Energa have term sheets from the MAP regarding the creation of NABE

Polska Grupa Energetyczna (PGE), Tauron Polska Energia, Enea and Energa signed term sheets with the State Treasury, represented by the Minister of State Assets, summarizing the key terms of the transaction for the State Treasury to purchase their coal assets to create the National Energy Security Agency (NABE) ), the companies announced in separate announcements.

All companies indicate that the signed term sheet contains the key boundary conditions of the planned transaction, which are consistent with those indicated on July 15, 2023.

At that time, the companies announced that as part of the work on the separation of coal assets and their integration into NABE, the minister of state assets submitted proposals for the acquisition of coal assets by the State Treasury.

PGE received a proposal to sell all shares held in PGE Górnictwo i Energetyka Conventional to the State Treasury. According to the document, the sale price of PGE GiEK shares (equity value) is PLN 849 million based on the enterprise value determined as at September 30, 2022 (settlement according to the locked-box mechanism) adjusted by the value of net debt.

Tauron announced that it had received from the State Treasury a proposal for a non-binding document summarizing the terms of the transaction of acquisition by the State Treasury of all shares held in Tauron Wytwarzanie (TW). The enterprise value of TW (enterprise value) was determined according to the locked-box mechanism as at September 30, 2022. The value of the transaction consists of two elements: the price for TW shares (sale price) and the value of TW’s debt to the issuer, which will be repaid. The State Treasury proposed the purchase of TW shares for the sale price of PLN 1 along with the repayment of TW’s debt to the issuer existing as at the date of purchase of TW shares by the State Treasury (closing date). Tauron informed that as at September 30, 2022, the debt amounted to PLN 6,326 million (this amount is the loan capital plus accrued interest until September 30, 2022). The debt by the closing date will be reduced by PLN 652 million as a result of the conversion of part of TW’s existing debt towards the issuer into TW’s equity.

Enea received from MAP a proposal to purchase by the State Treasury all shares held by the company in Enea Wytwarzanie (EW) and Enea Elektrownia Połaniec (EEP) together with their subsidiaries. According to the document, the sale price of EW shares is PLN 2,479 million, and EEP shares are PLN 632 million, based on the enterprise value determined using the locked-box mechanism as at September 30, 2022, adjusted by the value of net debt.

Energa Wytwarzanie (a 100% subsidiary of Energa, EWYT) has received from the State Treasury, represented by the Minister of State Assets, a proposal for a non-binding document summarizing the terms of the transaction for the purchase of all shares in Energa Elektrownie Ostrołęka (EEO) held by EWYT, representing 89.64 % of the share capital of EEO. According to the document, the sale price of EEO shares is PLN 153 million based on the enterprise value determined according to the locked-box mechanism as at September 30, 2022.

Assets related to the generation of electricity in conventional coal-fired units are to be separated from capital groups of energy companies with the State Treasury’s share to NABE. After separating coal assets, energy companies are to focus on implementing low- and zero-emission investments. NABE is to operate in the form of a company with 100 percent. participation of the State Treasury.

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