PKN ORLEN S.A. (“Company”, “Issuer”) discloses the following inside information, publication of which was delayed on:
• 20 November 2019:
“PKN ORLEN S.A. (“Company”) informs that on 20 November 2019 it has initiated a decision process directed to take capital control over ENERGA S.A. with its registered office in Gdansk (“ENERGA”) (“Transaction”). Due to that fact on 20 November 2019 PKN ORLEN S.A. has submitted to the European Commission a draft notification for concentration (“Notification”).
The next stage of this process will be obtaining PKN ORLEN corporate bodies consents, i.e. the Management Board and the Supervisory Board, for the Transaction.
According to the Company’s preliminary assumptions the Transaction could be conducted through a tender offer for the sale of shares of ENERGA announced by the Company pursuant to Art. 74 item 1 of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading and on public companies (OJ 2019.623, as amended) and the Regulation of the Minister of Development and Finance of 14 September 2017 on the forms of tender offers to subscribe for the sale or exchange of shares in a public company, detailed procedures of the announcement thereof and the conditions for acquiring shares pursuant to such tender offers (OJ 2017.1748) (“Tender Offer”).
The Tender Offer would concern all shares issued by ENERGA, i.e. 414,067,114 shares, with par value of PLN 10.92 each, of which:
a) 269,139,114 ordinary bearer “AA” class shares where 1 “AA” class share has 1 vote at the General Meeting of ENERGA (“GM”) attached to it, 269,139,114 votes at the GM in aggregate for all ordinary bearer “AA” class shares, admitted and introduced to trading in a regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A., uncertificated (paperless) and labelled by Krajowy Depozyt Papierów Wartościowych S.A. with the code PLENERG00022;
b) 114,928,000 certificated registered “BB” class shares, where 1 “BB” class share has 2 votes at the GM attached to it, 289,856,000 votes at the GM in aggregate for all registered “BB” class shares,
with 558,995,114 votes at the GM attached to them, corresponding to 100% of the aggregate number of votes at the GM and representing 100% of the share capital of ENERGA.
According to the Company’s assumptions the Tender Offer would be announced under the condition that the Company obtains an unconditional decision of the European Commission (or another competent anti-monopoly authority) approving the merger involving the takeover of control of the ENERGA.
The other conditions of the potential Tender Offer, including the price at which shares would be purchased under the Tender Offer, are subject to the further analysis.
The Notification submitted by the Company initiates the process of its final version agreement with the European Commission. After submitting the final notification by the Company, the European Commission will formally start the concentration investigation.
Notification includes, apart from the description of the parties and Transaction assumptions, description of parties activity on the certain markets and presents preliminary arguments on the influence of the Transaction on the competitiveness on that markets.
On the base of Art. 17 item 1 and 4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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.”
• 4 December 2019:
“PKN ORLEN S.A. (“Company”) informs that on 4 December 2019 the Company’s Management Board gave its consent to the purchase of shares of ENERGA S.A. with its registered office in Gdansk (“ENERGA”) through a tender offer for the sale of all shares issued by ENERGA (“Tender Offer”).
According to the Company’s Management Board decision the Tender Offer will be announced pursuant to Art. 74 item 1 of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading and on public companies (OJ 2019.623, as amended) and the Regulation of the Minister of Development and Finance of 14 September 2017 on the forms of tender offers to subscribe for the sale or exchange of shares in a public company, detailed procedures of the announcement thereof and the conditions for acquiring shares pursuant to such tender offers (OJ 2017.1748).
The Tender Offer will be announced after the Company’s Supervisory Board consent to the purchase of shares of ENERGA by the Company through the Tender Offer under conditions indicated below.
The Tender Offer will concern all shares issued by ENERGA, i.e. 414,067,114 shares, with 558,995,114 votes at the GM attached to them, corresponding to 100% of the aggregate number of votes at the GM and representing 100% of the share capital of ENERGA (“Shares”).
The Company will be a sole entity purchasing the Shares in the Tender Offer.
The price at which shares are to be purchased under the Tender Offer will amount to no higher than 7 PLN per one Share.
The Tender Offer will be announced under the following conditions:
a) the Company obtains an unconditional decision of the European Commission (or another competent anti-monopoly authority) approving the merger involving the takeover of control of the ENERGA,
b) the GM has adopted a resolution amending the Articles of Association of ENERGA to waive the voting restrictions referred to in § 27(1)-(7) of the Articles of Association,
c) the Supervisory Board of ENERGA has adopted a resolution adopting a consolidated text of the Articles of Association pursuant to § 17(1)(15) of the Articles of Association (inclusive of the amendments referred to above),
d) the number of Shares subscribed for sale under the Tender Offer corresponds at least to 66% of the aggregate number of votes at the GM,
e) the Company and ENERGA have entered into an agreement concerning a due diligence audit of ENERGA.
Unless the subscription period for the sale of Shares under the Tender Offer is extended the subscription period will start on 31 January 2020 and will end on 9 April 2020.
On the base of Art. 17 item 1 and 4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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.”
• 5 December 2019:
“PKN ORLEN S.A. (“Company”) informs that on 5 December 2019 the Company’s Supervisory Board gave its consent to the purchase of shares of ENERGA S.A. with its registered office in Gdansk (“ENERGA”) through a tender offer for the sale of all shares issued by ENERGA (“Tender Offer”).
The Tender Offer will be announced pursuant to Art. 74 item 1 of the Act of 29 July 2005 on public offering, on the conditions governing the introduction of financial instruments to organised trading and on public companies (OJ 2019.623, as amended) and the Regulation of the Minister of Development and Finance of 14 September 2017 on the forms of tender offers to subscribe for the sale or exchange of shares in a public company, detailed procedures of the announcement thereof and the conditions for acquiring shares pursuant to such tender offers (OJ 2017.1748).
The Tender Offer will concern all shares issued by ENERGA, i.e. 414,067,114 shares, with 558,995,114 votes at the GM attached to them, corresponding to 100% of the aggregate number of votes at the GM and representing 100% of the share capital of ENERGA (“Shares”).
The Company will be a sole entity purchasing the Shares in the Tender Offer.
The price at which shares are to be purchased under the Tender Offer will amount to 7 PLN per one Share.
The Tender Offer will be announced under the following conditions:
a) the Company obtains an unconditional decision of the European Commission (or another competent anti-monopoly authority) approving the merger involving the takeover of control of the ENERGA,
b) the GM has adopted a resolution amending the Articles of Association of ENERGA to waive the voting restrictions referred to in § 27(1)-(7) of the Articles of Association,
c) the Supervisory Board of ENERGA has adopted a resolution adopting a consolidated text of the Articles of Association pursuant to § 17(1)(15) of the Articles of Association (inclusive of the amendments referred to above),
d) the number of Shares subscribed for sale under the Tender Offer corresponds at least to 66% of the aggregate number of votes at the GM,
e) the Company and ENERGA have entered into an agreement concerning a due diligence audit of ENERGA.
Unless the subscription period for the sale of Shares under the Tender Offer is extended the subscription period will start on 31 January 2020 and will end on 9 April 2020.
On the base of Art. 17 item 1 and 4 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) 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.”