On 6 December 2016 targeted talks commenced between the Company and the following companies: Energa S.A., PGE Polska Grupa Energetyczna S.A., PGNiG S.A. ("Investors") and between Investors and Polimex-Mostostal S.A. ("Polimex"). The goal of the talks is drafting the structure of a potential equity interest of Investors in Polimex ("Investment") and development of a prospective model of cooperation between Investors on the investment implementation.
On 27 December 2016, Enea S.A. signed with Investors and Polimex a letter of intent in which the Investors expressed their intention to consider a potential investment in Polimex and based on which they commenced talks with Polimex with the purpose of specifying detailed parameters of the transaction. At the same time, on the same day, the Company and the Investors, lodged a motion with the Office for Competition and Consumer Protection ("UOKiK") for issuing the approval by the President of UOKiK to perform the concentration being the takeover by the Investors of a joint control over Polimex. The approval to perform the concentration, being the acquisition by the Investors of a joint control over Polimex was issued on 18 January 2017.
At the same time, also on 18 January 2017, the Company entered into an investment agreement with the Investors and Polimex, based on which the Investors undertook to make an investment in Polimex. The investment is the takeover by the Investors of a total of 150 million shares issued by Polimex. The Company undertook to subscribe for r 37.5 million shares of the new issue for the total issue price of PLN 75 million. The agreement was concluded under conditions precedent described in detail in Current Report 2/2017. Along with the above mentioned agreement, agreements specifying the principles of co-operation as well as mutual rights and obligations of the Investors when carrying out the above mentioned investment were concluded, as well as additional agreements related to the implementation of the investments, concluded with the creditors and hitherto shareholders of Polimex.
On 20 January 2017, due to the fulfilment of the conditions precedent reserved in the investment agreement referred to above the Company accepted the offer, submitted by the management board of Polimex, of private subscription for 37.5 million shares at the issue price of PLN 2 per share, i.e. for the total issue price of PLN 75 million. In addition, under one of the above additional agreements, on 20 January 2017, the Company acquired 1.5 million shares of Polimex from its hitherto shareholder. The purchase price of all the shares was PLN 80.6 million, and the estimated costs related to the purchase of the shares amounted to PLN 1 million. Enea S.A. acquired 16.48% interest.
On 21 March 2017 Investors announced a tender offer for shares of Polimex as a result of exceeding the 33% threshold of the total number of votes at the general meeting of Polimex. Tender offer is of secondary nature and Investors intend to aquire in tender offer shares in excess of number of shares currently held by Investors (i.e. in total 65.93% of the total number of votes in Polimex) and get no more than 66% of total votes at the general meeting of Polimex. As a result of tender offer each of Investors (including Enea) intends to get no more than approximately 0.018% of total votes at the general meeting of Polimex.
