Legal basis: Art. 17 sec. 1 of MAR - confidential information.
The Management Board of Columbus Energy S.A. based in Kraków (hereinafter: Columbus), with reference to ESPI 34/2020 reports of August 31, 2020 and 36/2020 of On September 1, 2020 (in which Columbus informed respectively about the submission of a binding offer for the purchase of 100% shares in special purpose vehicles holding the rights to solar farm projects with a total capacity of 184 MWp and about receiving information about the acceptance of this offer; hereinafter: the Offer) informs that on November 20, 2020, a subsidiary, i.e. Columbus JV1 sp. z oo with its seat in Kraków (hereinafter: Columbus JV1) concluded an agreement for the purchase of 100% shares (hereinafter: Agreement 1) in the companies: SPower Jabłoń sp.z o.o. with headquarters in Warsaw, SPower Januszkowice sp.z o.o. with headquarters in Warsaw, SPower Klimki sp.z o.o. with headquarters in Warsaw, SPower Konopczyn sp.z o.o. with headquarters in Warsaw, SPower KRRO 8 sp.z o.o. based in Warsaw, SPower Neklasp. z o.o. with headquarters in Warsaw, SPower Różan sp.z o.o. with headquarters in Warsaw, SPower Trękusek sp.z o.o. with headquarters in Warsaw, SPower KZDK 5 sp.z o.o. with its registered office in Warsaw (hereinafter jointly referred to as: Projektowe 1) implementing projects of photovoltaic farms with a total capacity of approx. 23.87 MWp (the projects are under construction).
Pursuant to Agreement 1, the Seller sells all shares of Project Companies 1 free of encumbrances (except for the encumbrance of the shares of Project Companies 1 with a registered pledge as security for financing granted to the Seller), along with all rights related to them or accrued to the final sale price, and Columbus JV1 acquires all the shares of the Project Companies 1 free of encumbrances (except for the above-mentioned registered pledge), along with all rights related to them or accrued to the final sale price. The parties agree that the legal title to the shares of Project Companies 1 in each respective Project Company 1 will be transferred to Columbus JV1 upon payment of the first tranche of the selling price to the Seller.
Agreement 1 is conditional and comes into force after signing an extension agreement (hereinafter: Extension Agreement), regulating the terms of repayment of series B bonds issued by the Seller, with a total nominal value of EUR 12.5 million, under which Columbus JV1 has guaranteed behindthe obligation of the Seller to repay these bonds. In the event that the Extension Agreement is not concluded by December 4, 2020, Agreement 1 will be terminated.
Moreover, Columbus JV1 concluded an agreement to acquire 100% of shares (hereinafter: Agreement 2) in the companies: ECOWOLT 14 sp.z o.o. with headquarters in Jaworzno and ECOWOLT 12 sp.z o.o. based in Jaworzno (hereinafter jointly referred to as: Projektowe 2) implementing projects of photovoltaic farms with a total capacity of up to approx. 130 MW (the projects are in the phase of obtaining connection conditions).
The purchase amount of shares in Spółka Projektowe 1 and Portfolio Companies 2 amounts to EUR 28,600,000.00 in total. The remuneration for Portfolio Companies 1 consists of the payment of the price and financial liabilities of the Project Companies 1 (the amount is subject to adjustment based on the provisions of the contract). Payment for Projektowe 1 will be made in tranches, upon fulfillment of the conditions provided for in Agreement 1 by the Seller (the last tranche should be paid by June 30, 2021). The amount of the purchase of shares in Projektowe 2 results from the multiplication of the value specified in the Agreement for each 1 MW of the connection capacity of Projektowe 2, adjusted by the amount of debt of each Projektowe 2 and the amount of remuneration for 2 services received by Projektowe If a mortgage is established to secure Columbus JV1's claims under Agreement 2, in accordance with the provisions of Agreement 2, Columbus JV1 will pay the amount of EUR 5.2 million, which will be subject to adjustments based on the provisions provided for in the Agreement 2). The parties agreed that the legal title up to 50% + 1 share in Projekt Companies 2 will be transferred to Columbus JV1 upon signing the Agreement 2. The transfer of the legal title to the remaining shares in Projekt Companies 2 depends on obtaining by Projekt Companies 2 connection conditions.
Agreement 1 and Agreement 2 (hereinafter collectively: the Agreements) provide for the liability of the Parties, including liability under the warranty provided, if one or more warranties and representations contained in the Agreements turn out to be wholly or partially false or misleading, or against the law. The parties hereby agree that the Seller's liability for the statutory warranty for legal defects of the shares of Design Companies 1 and Design Companies 2 will becompletely excluded, including in particular the right to withdraw from the Agreements under the provisions of the statutory warranty. Neither party is responsible for any losses to the extent that the loss covers the lost profits. The Parties agree that the Seller's liability for a breach event, in accordance with the Agreements, is in the nature of a warranty liability, which means that the Seller is liable in relation to Columbus JV1 for each breach event indicated in the Agreements. The seller's liability for any breach occurs if Columbus JV1 fails to notify the seller of such a claim within 6 years from the date of signing Agreement 1 or Agreement 2, respectively.
In addition, the Seller's total overall liability under and in connection with Agreement 1 or is for breach of Agreement 1, negligence or omission or otherwise, but excluding liability for fraud or willful misconduct relating to a given project, does not exceed 75% of the enterprise value of the relevant Project Company 1, subject to liability in relation to the basic guarantees, which exceeds 100% of the value of the enterprise of a given Project Company 1 specified in Agreement 1.
Columbus JV1 also has guarantees for the performance of Agreements by entities related to the Seller under the Agreements. The Agreements also provide for contractual penalties. Each Party has the right to withdraw from the Agreements on the terms specified therein.
The Management Board of Columbus reminds that the Offer concerns the purchase of 100% shares in special purpose vehicles that implement 87 projects of photovoltaic farms with a total capacity of nearly 184 MWp (including 3 projects with a total capacity of up to 130 MWp, the rest with a capacity of up to 1 MWp) . The offer submitted by Columbus amounted to EUR 37,830,000.00. The Agreements signed today are the last stage of the acquisition of companies implementing solar farm projects as part of the Offer submitted by Columbus and accepted by the contractor.
Source: company website, investor relations, current and periodic reports.