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Current Report No. 03/2010

11.06.2010 00:00

Registration of the merger of the Issuer with Energomix Servis Sp. z o.o. and Enion Zarządzanie Aktywami Sp. z o.o., registration of increased share capital and amendments to the Issuer’s Articles of Association

TAURON Polska Energia S.A. with its registered Office In Katowice (the Issuer) informs that on 11 June 2010 it received the decision of the District Court, Katowice-Wschód 7th Economic Department of the National Court Register (the Decision) concerning entering as of 10 June 2010 (the merger date) into the National Court Register of the merger of the Issuer with the following Issuer’s subsidiaries:

1) Energomix Servis Sp. z o.o. with its registered office in Katowice entered in the Register of Entrepreneurs of the National Court Register, entry No. KRS 0000320910,
2) Enion Zarządzanie Aktywami Sp. z o.o. with its registered office in Katowice entered In the Register of Entrepreneurs of the Natioinal Court Register, entry No. KRS 0000320921.

The merger was conducted in accordance with Article 492 section 1 item 1 of the Commercial Companies Code by transfer of all assets of Energomix Servis sp. z o.o. and Enion Zarządzanie Aktywami sp. z o.o. to TAURON Polska Energia S.A. in exchange for shares of the Company that will be granted to shareholders of Energomix Servis sp. z o.o. and Enion Zarządzanie Aktywami sp. z o.o. (merger through acquisition).

Purpose of the merger:
The primary purpose of the merger is to implement another stage of structure reorganisation in the TAURON Group in line with the provisions of “Corporate Strategy for the TAURON Group for 2008 to 2012 with estimates up to the year 2020”. The merger will result in taking over direct control over companies dealing with electricity trading and electricity generation from renewable energy sources, i.e. among others, 100% of shares in the following companies: ENION Energia Sp. z o.o., EnergiaPro Gigawat Sp. z o.o., TAURON Ekoenergia Sp. z o.o.

Brief description of TAURON Polska Energia S.A. operation
TAURON Polska Energia S.A. is the parent company in the TAURON Group. Core business of TAURON Polska Energia S.A. includes operation of head offices and holdings, excluding financial holdings (PKD Polish Classification of Activities: 70.10.Z), and trading of electricity.

Brief description of Energomix Servis Sp. z o.o.operation
The core business of Energomix Servis Sp. z o.o includes operation of head offices and holdings, excluding financial holdings (PKD Polish Classification of Activities: 70.10.Z), including income from advisory services provided to subsidiaries and income from agreements for use of shares instead of income from dividend possibly taken from subsidiaries.

Brief description of Enion Zarządzanie Aktywami Sp. z o.o. operation
The core business of Enion Zarządzanie Aktywami Sp. z o.o. includes operation of head offices and holdings, excluding financial holdings (PKD Polish Classification of Activities: 70.10.Z), including income from advisory services provided to subsidiaries and income from agreements for use of shares instead of income from dividend possibly taken from subsidiaries.

At the same time the Issuer informs that in line with the Decision the share capital of the Issuer has been increased by PLN 318,665,300.00 by issue of 318,665,300 new ordinary bearer shares with a par value of PLN 1 each, including 124,814,986 series J shares and 193,850,314 K series shares“ (Merger Shares).

Entitled to 124,814,986 Series J Merger Shares will be shareholders of Energomix Servis Sp. z o.o. Entitled to 193,850,314 Series K Merger Shares will be shareholders of Enion Zarządzanie Aktywami Sp. z o.o.

After registration of the increase, the share capital of TAURON Polska ENergia S.A. amounts to PLN 14,304,948,858.00 and is divided into 14,304,948,858 shares entitling to 14,304,948,858 of votes at the general meeting of TAURON Polska Energia S.A.
In addition, the Issuer informs that in line with the Decision, amendments to the Articles of Association of the Issuer were registered. The amended section 7 of the Articles of Association is enclosed herewith.

Article 56 section 1 item 2 of the Act on Public Offering – current and periodic information. § 5 section 1 item 9 and 14 and § 38 section 1 item 2 of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.

Attachments

2010-06-11 Attachment.pdf

 
 

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