Announcement.

PGE POLSKA GRUPA ENERGETYCZNA SA (24/2018) Failure to meet certain conditions in the tender offer to sell Polenergia S.A. shares. and taking a decision on not acquiring Polenergia SA shares. by PGE Polska Grupa Energetyczna S.A.

In reference to Current Report No. 10/2018 of 22 May 2018 regarding the announcement of a tender offer to sell Polenergia S.A. shares. ("Company"), which was changed on July 9, 2018 (the "Call"), the Management Board of PGE Polska Grupa Energetyczna SA ("Summoner"), informs that until the end of the subscription period in response to the Call, i.e. by September 20, 2018, among the conditions reserved in point 30 of the Tender Offer:
i) the condition of fulfillment has been met the legal condition of issuing by the President of the Office of Competition and Consumer Protection a decision on granting unconditional consent to the concentration of enterprises consisting in taking control of the Company through the acquisition of the Company's shares by the Offeror ("Shares").
ii) the condition of submitting subscriptions for sale of at least 29,992,741 Shares, i.e. at least 66% of the total number of Shares, entitling to at least 29,992,741 votes at the General Meeting of the Company at least 66% of the total number of votes at the General Meeting of the Company.
iii) the condition of the General Meeting of the Company failing to adopt a resolution to change the composition of the Company's supervisory board, appointing five (5) candidates appointed by the Offeror to the supervisory board, with effect from the date of acquisition of at least 50% of the total number The share increased by one (1) Action by the Caller as part of the Call.
iv) the condition of the General Meeting of the Company not adopting a resolution regarding the following amendments to the Company's Articles of Association, effective from the date of acquisition of at least 50% of the total number of Shares increased by one (1) Share by the Caller as part of the Offer:
a) Article 10 paragraph 2 point a) of the Articles of Association is amended and reads as follows:
"Members of the Supervisory Board are appointed and dismissed as follows:
If the Supervisory Board consists of:
(i) six (6) or seven (7) members, PGE Polska Grupa Energetyczna SA appoints and dismisses four (4) members of the Supervisory Board
(ii) eight (8) or nine (9) members, PGE Polska Grupa Energetyczna SA appoints and dismisses five ( 5) members of the Supervisory Board.
The above authorization is exercised by submitting a written statement to the Company. ";
(b) Article 10 (1) 2 point d) of the Articles of Association is deleted.
v) nothe condition of concluding the agreement on strategic cooperation and integration of the Company within the Entrepreneur's capital group has been fulfilled by the Summoner and the Company.
The Offeror has decided not to dispose of the Company's shares due to failure to comply with some of the conditions reserved in the content of the Tender Offer indicated above.

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Company information
Company name:PGE Polska Grupa Energetyczna SA
ISIN:PLPGER000010
NIP:526-025-05-41
Adress: ul. Mysia 2 00-496 Warszawa
Phone:+48 22 3401177
website:www.pgesa.pl

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