Signing of the term sheet for the acquisition by the State Treasury of100% shares in PGE GiEK S.A.
With reference to:
- the current report no. 24/2021 of July 23, 2021 on Agreement regardingco-operation in spin-off of coal assets to National Energy SecurityAgency ("NABE"),
- the current report no. 24/2023 of July 15, 2023 on receipt of theproposal of the terms and conditions for the acquisition of 100% ofshares in PGE Górnictwo i Energetyka Konwencjonalna (PGE GiEK S.A.) bythe State Treasury, and
- the current report no. 27/2023 of August 10, 2023 on obtainingcorporate approvals for accepting the proposal of the terms andconditions for the acquisition of 100% of shares in PGE GiEK by theState Treasury,
The Management Board of PGE Polska Grupa Energetyczna S.A. (_quot;PGE_quot;, the_quot;Company_quot;) discloses that on August 10, 2023 PGE and the State Treasury,represented by the Minister of the State Assets, signed a document (the"Document", the "Term Sheet") summarising terms and conditions foracquisition by the State Treasury of all shares held by PGE in PGE GiEKS.A. (PGE's subsidiary) in order to set up NABE (the "Transaction").
The signed Term Sheet includes key boundary conditions of the plannedTransaction which were indicated in the current report no. 24/2023 ofJuly 15, 2023.
The Term Sheet also specifies conditions on which the conclusion of thepreliminary agreement for the sale of the share to the State Treasury isconditional. They particularly include:
a) reaching an agreement in terms of content of the Transactiondocumentation, including future financing of NABE and obtaining initialcredit decisions from banks for financing of NABE,
b) positive consideration by the Prime Minister of the request foracquisition of shares by the State Treasury from the ReprivatisationFund,
c) obtaining all internal approvals and permits required for concludingor executing the Transaction,
d) concluding agreements (or relevant appendices) ensuring the operationof the companies forming NABE after the closing of the Transaction.
The Document does not constitute an offer or obligation to conclude anyagreement.
Within the next stage of the Transaction it is assumed that thepreliminary share sale agreement and then the promised share saleagreement will be signed.