On February 10, 2021, PGE CG companies and Ørsted signed an agreement in which they agreed on their participation in two offshore wind farm construction projects at the level of 50%. Previously implemented by PGE, these projects are Baltica 2 (with a planned capacity of about 1.5 GW) and Baltica 3 (with a planned capacity of about 1 GW).
PGE Baltica 6 sp. z o.o., PGE Baltica 5 sp. z o.o. (subsidiaries of PGE) (“Existing Partners”), Orsted Baltica 2 Holding sp. z o.o. Orsted Baltica 3 Holding sp. z o.o. (subsidiaries of Ørsted Wind Power A/S (“OWPAS”), hereinafter jointly referred to as the “Investors”), Elektrownia Wiatrowa Baltica – 2 sp. z o.o. (“EWB2”) and Elektrownia Wiatrowa Baltica – 3 sp. z o.o. (“EWB3”) entered into an investment agreement providing for the Investors’ investments in the Baltica 2 and Baltica 3 projects.
The investment agreement sets out the legal framework governing the establishment of a joint venture between PGE and OWPAS to prepare, construct and operate the Baltica 2 and Baltica 3 offshore wind farms.
As part of the Investment Agreement, the Investors undertake to acquire newly created shares in EWB2 and EWB3, representing 50% of their total share capital and entitling the Investors to 50% of the votes in the governing bodies of each company. After the transaction has been completed 50% of shares in EWB2 and EWB3 will be held by the respective Existing Shareholder and the remaining 50% of shares will be held by the respective Investor.
The total acquisition price for the newly created shares in EWB2 and EWB3 will be the equivalent of PLN 657 million. Furthermore, after the final investment decision is issued, the Investors may be required to make additional contributions to both companies, subject to the fulfilment of certain conditions.
The completion of the transaction is subject to the fulfilment of certain conditions precedent, including the approval of the President of the Office for Competition and Consumer Protection.
The Investment Agreement provides that a number of additional transaction documents will be signed by the relevant parties at the time of transaction completion. These documents include the EWB2 Shareholders’ Agreement and the EWB3 Shareholders’ Agreement, as well as agreements setting out the principles for the joint management of the project, regulating, among others, such matters as the corporate governance of the companies, the parties’ obligations to provide financing and other support to the companies, restrictions on the transferability of shares and the consequences of breach and change of control, the provision of development services to the companies and the provision of loans by the shareholders.
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