On 5 September 2012 Enea SA (Enea), PGE Polska Grupa Energetyczna SA (PGE), TAURON Polska Energia SA (TAURON) and KGHM Polska Miedź SA, have signed a letter of intent concerning the purchase of shares in the first special purpose vehicle, established for the construction and operation of the first nuclear power plant in Poland. In accordance with the letter the companies will undertake the development of a draft agreement for the purchase of shares of PGE EJ 1 sp. z o.o., a special purpose vehicle, which is responsible for the direct preparation of the investment process of the construction and operation of the first nuclear power plant in Poland. The agreement is to regulate the rights and obligations of each party by the realization of the project, assuming that PGE Polska Grupa Energetyczna SA will act, directly or through a subsidiary, as a leader in the process of the project preparation and realization. On 28 December 2012 the Parties to the letter of intent agreed to extend its validity period till 31 March 2013.
On 25 June 2013 Enea, KGHM, PGE and TAURON concluded an Agreement on continuation of development of a draft agreement for the purchase of PGE EJ 1 sp. z o.o. (Agreement), which was announced in the Current Report No. 28/2013 dated 26 June 2013.
On 23 September 2013 Enea, PGE, KGHM and Tauron, as a result of working out the draft agreement for the purchase of shares in the special purpose vehicle for the construction and operation of the nuclear power plant, initialed the Agreement of Shareholders. The Agreement of Shareholders will commit the Parties to conclude a purchase agreement of shares in PGE EJ1 ("Share Purchase Agreement"). In accordance with the Agreement, PGE will sell a block of 438,000 shares representing 30% of PGE EJ1 share capital to other Parties of the Agreement, and as a result PGE will own 70% of shares of PGE EJ1. The shares will be purchased in the following way:
- Enea SA will purchase 146,000 shares which represents 10% of share capital of PGE EJ1,
- KGHM Polska Miedź SA will purchase 146,000 shares which represents 10% of share capital of PGE EJ1,
- TAURON Polska Energia SA will purchase 146,000 shares which represents 10% of share capital of PGE EJ1.
The Agreement of Shareholders also determines the rules of the participation of all Parties in the preparation of the project and construction of nuclear power plant in Poland. PGE and other Parties will be obliged to conclude the Share Purchase Agreement after realization of two precedent conditions:
- obtaining the unconditional approval of the President of the Office for Competition and Consumer Protection for the concentration,
- the adoption of Polish Nuclear Power Programme by the Council of Ministers in 2013.
Despite the failure of the conditions precedent provided in the draft shareholders agreement initialed on 23 September 2013, the parties agreed to continue work on the project preparation and construction of the nuclear power plant in Poland and develop the updated records in the draft shareholders agreement including appendices.
On 28 January 2014 The Council of Ministers accepted by resolution of Polish Nuclear Power Program, as indicated in the Shareholders Agreement initialled the project as one of the two conditions suspending the conclusion of the Share Purchase Agreement.
During 2014 the Parties agreed the final draft of the shareholders agreement.
On 3 September 2014 Shareholders Agreement was concluded between Enea SA, PGE Polska Grupa Energetyczna SA ("PGE"). TAURON Polska Energia SA and KGHM Polska Miedź SA under which Enea SA, TAURON Polska Energia SA and KGHM Polska Miedź SA as Business Partners will acquire together from PGE, under a separate agreement. 30% of shares (each Business Partner will acquire 10% of shares) in the special purpose vehicle – PGE EJ 1 sp. z o.o., which is responsible for the preparation and implementation of investment involving the construction and operation of the first Polish nuclear power plant with a capacity of approx. 3,000 MWe (the "Project"). According to the assumptions, the PGE Group will act as the project leader, and PGE EJ 1 sp. z o.o. will act as plant operator. The condition of the acquisition of shares in PGE EJ 1 sp. z o.o. by Business Partners is to obtain the consent for the concentration from the President of the Office for Competition and Consumer Protection. The application on this matter has been submitted by the parties to the Shareholders Agreement on 1 August 2014.
In accordance with the Shareholder Agreement, the parties jointly oblige, in proportion to their shareholding, to finance the activities attributable to the years 2014-2016 as part of the initial phase of the Project ("Initial Phase"). The Initial Phase aims to identify elements such as potential partners, including strategic partner, technology providers, contractors EPC (Engineering. Procurement. Construction) supplier of nuclear fuel and obtaining financing for the Project, as well as organizational and competence preparation of PGE EJ 1 sp. z o.o. to the future role of nuclear power plant operator, responsible for its safe and efficient exploation ("Integrated Disposal"). In accordance with the Shareholder Agreement, the financial commitment of Enea SA during the Initial Phase will not exceed the amount of approximately PLN 107 million in a front of contributions to the share capital of PGE EJ 1 sp. z o.o.
The Shareholders Agreement parties predict that subsequent decisions regarding the Project, including the decision on the declaration of further participation of the Parties (including Enea SA) in the next phase of the project will be taken after the completion of the Initial Phase immediately prior to the decision of the Integrated proceeding. The Company informed about signing of the Shareholders Agreement in the current report No. 30/2014 dated 3 September 2014.
The President of the Office of Competition and Consumer Protection issued an unconditional permission to the concentration involving the establishment by the Applicants (PGE, Enea, TAURON, KGHM), a common enterprise under the name of PGE EJ 1 sp. o.o (Current Report No. 31/2014).
Parties to continue their cooperation in preparation for the conclusion of the Share Purchase Agreement