The Management Board of the company under the name Polenergia S.A. (“Issuer”), with reference to current report no. 40/2023 of October 5, 2023, informs about the closing on December 7, 2023 of the transaction of purchasing 60% of shares (“Shares”) in Naxxar Wind Farm Four Srl with its registered office in Bucharest (“Company”), from Naxxar Renewable Energy Management Holding Srl with its registered office in Bucharest (“Seller”) (“Transaction”) in execution of the conditional Share purchase agreement concluded on October 5, 2023 (“Agreement”). The transfer of ownership of the Shares took place on December 7, 2023 in accordance with the provisions of the Agreement, in exchange for a payment of EUR 3,476,574.81 (with a possible adjustment for the net debt mechanism).
The Transaction was closed following the fulfillment (and partial waiver by the Issuer) of the conditions precedent to the Agreement, including the Issuer’s consent to Foreign Direct Investment (FDI), which was issued on November 29, 2023.
Upon closing the Transaction, the Issuer granted the Company a loan in the amounts of: (i) EUR 1,500,000.00 in order to provide the Company with financing to acquire new shares in special purpose vehicles and thus obtain 20% of shares in each of them; (ii) EUR 723,533.19 to repay the Seller’s loans granted to the Company; and (iii) up to EUR 3,776,466.81 to provide the Company with financing for the further development of the Project.
The remaining terms of the Agreement are described in the Issuer’s current report no. 40/2023 of October 5, 2023.
Legal basis: art. 17 section 1 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 (Journal of Laws EU L. of 2014, No. 173, page 1, as amended).
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