26/2020 POL: Disclosure of delayed confidential information

2020-11-03

Disclosure of delayed confidential information on: (i) the commencement of talks with potential investors about investing in Polenergia S.A. shares (the 'Issuer'), including the acquisition of the existing shares of the Issuer by way of a public tender offer, (ii) signing a non-binding agreement on the main commercial terms and conditions (term sheet) with an infrastructure investment fund concerning the investment in the Issuer's shares, including the acquisition of the existing shares of the Issuer by way of a public tender offer, and (iii) signing an agreement on granting exclusivity in negotiations concerning the investment in the shares of Polenergia S.A., including the acquisition of the existing shares of the Issuer by way of a public tender offer, with an infrastructure investment fund, with which on 2 April 2020 the Issuer concluded a non-binding agreement on the main commercial terms and conditions (term sheet).

The Issuer's Management Board acting pursuant to Art. 17.1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse 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 (Official Journal of the EU of 2014, No. 173, p. 1 as further amended, hereinafter: 'MAR Regulation'), hereby informs about: (i) the commencement of talks with potential investors about investing in the Issuer's shares, including the acquisition of the existing shares of the Issuer by way of a public tender offer ('Information No. 1'), (ii) signing a non-binding agreement on the main commercial terms and conditions (term sheet) with an infrastructure investment fund concerning the investment in the Issuer's shares, including acquisition of the existing shares of the Issuer by way of a public tender offer ('Information No. 2'), and (iii) signing an agreement on granting exclusivity in negotiations concerning the investment in the shares in Polenergia S.A., including the acquisition of the existing shares of the Issuer by way of a public tender offer, with an infrastructure investment fund, with which on 2 April 2020 the Issuer concluded a non-binding agreement on the main commercial terms and conditions (term sheet) ('Information No. 3', Information No. 1, Information No. 2 and Information No. 3 jointly referred to as 'Information').
The Issuer considered the above information to be confidential within the meaning of the MAR Regulation.
The Issuer:
1. On 31 January 2020, decided to delay the publication of the above-mentioned Information 1,
2. On 2 April 2020, decided to delay the publication of the above-mentioned Information No 2 and
3. On 4 June 2020, decided to delay the publication of the above mentioned Information 3.
pursuant to Article 17(4) of the MAR Regulation. In the Issuer's opinion, the delay in publishing the above Information was justified by the protection of the Issuer's legitimate interests, as publishing it to the public at that time could have a negative impact on the process of negotiations with a potential investor or other parties interested in the transaction and make it impossible or difficult for the selected investor to acquire shares. Furthermore, in the opinion of the Issuer, the delay in the disclosure of the Information was not misleading for the public. The Issuer ensured the confidentiality of the above Information until it was made public.
Pursuant to the third paragraph of Article 17(4) of the MAR Regulation, immediately after the publication of this report, the Issuer shall inform the Polish Financial Supervision Authority about the delay in the disclosure of the Information, indicating that the conditions for such delay have been met.

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