On
7
May
2020,
ENERGA
S.A.
announced
that
it
had
extended
the
analysis
period
for
project
Ostrołęka
C.
In
accordance
with the current report, it was assumed that analytical work would continue for about a month.
As
part
of
the
analytical
work
performed
under
the
agreement,
ENEA
S.A.
and
ENERGA
S.A.
worked
on
updating
business
and
technical
assumptions
as
well
as
assumptions
concerning
the
financing
structure
within
the
financial
model.
On
ENERGA
S.A.'s
part,
the
results
of
this
work
were
provided
to
Elektrownia
Ostrołęka
Sp.
z
o.o.
on
14
May
2020,
when
the
company
received
calculations
concerning
the
Project's
profitability
in
the
coal
fuel
variant.
These
results
were
used
by
the
company
to
perform
a
CGU
test.
The
CGU
test
carried
out
at
Elektrownia
Ostrołęka
Sp.
z
o.o.
shows
that
completing
the Project would generate a negative value, meaning that continuing the Project would be unjustified.
On
19
May
2020,
PKN
Orlen
S.A.
published
current
report
31/2020,
announcing
that
it
had
issued
a
statement
to
ENERGA
S.A.
in
response
to
a
question
submitted
by
ENERGA
S.A.
to
PKN
Orlen
S.A.
regarding
its
intent
to
directly
invest
in
the
construction
of
a
coal-based
energy-generation
unit,
being
implemented
by
Elektrownia
Ostrołęka
Sp.
z
o.o.,
based
in
Ostrołęka
(Investment).
PKN
Orlen
S.A.
declared
preliminary
readiness
to
directly
invest
in
the
Investment
only
if
the
Investment's
technological
assumptions
were
to
be
changed
to
gas-based
technology.
PKN
Orlen
S.A.
also
declared
readiness
to
hold
discussions
with
the
company's
shareholders,
i.e.
ENERGA
S.A.
and
ENEA
S.A.,
regarding
the
form,
extent and way of investing in the Investment.
Furthermore,
on
19
May
2020
ENERGA
S.A.
published
current
report
41/2020,
announcing
that
on
19
May
2020
it
had
received
from
PKN
Orlen
S.A.,
majority
shareholder
in
ENERGA
S.A.,
a
declaration
of
preliminary
readiness
to
directly
invest
in
the
construction
of
a
power-generation
unit
by
Elektrownia
Ostrołęka
Sp.
z
o.o.
The
declaration
constituted
a
response
to
ENERGA
S.A.'s
question
addressed
to
PKN
Orlen
S.A.
and
was
made
only
on
the
condition
that
the
Investment's
technological
assumptions
would
be
changed
to
gas
fuel,
which
was
one
of
the
scenarios
being
analysed,
as
announced
by
ENERGA
S.A.
in
current
reports
8/2020
of
13
February
2020,
11/2020
of
23
February
2020
and
38/2020
of 7 May 2020.
On
19
May
2020,
ENEA
S.A.
received
an
electronic
copy
of
Resolution
no.
39/2020
of
the
Management
Board
of
Elektrownia
Ostrołęka
Sp.
z
o.o.
of
19
May
2020
regarding
recognition
of
impairment
losses
on
the
book
value
of
the
Company's
assets.
As
a
result
of
an
impairment
test
on
non-current
assets
performed
at
Elektrownia
Ostrołęka
Sp.
z
o.o.,
which
followed
an
update
of
business
assumptions
by
Elektrownia
Ostrołęka
Sp.
z
o.o.
regarding
the
construction
of
power
plant
Ostrołęka
C
based
on
coal
technology,
the
consolidated
financial
statements
for
2019
include
ENEA
S.A.'s
share
of
the
net
loss
generated
by
Elektrownia
Ostrołęka
Sp.
z
o.o.
Given
the
fact
that
it
was
higher
than
the
value
of
the
stake
in
this
company,
it
was
reduced
to
zero.
At
31
December
2020,
ENEA
S.A.'s
stake
in
Elektrownia
Ostrołęka
Sp.
z
o.o.
was
worth PLN 0.
On
2
June
2020
the
Management
Board
of
ENEA
S.A.
accepted
a
final
report
on
analyses
conducted
in
collaboration
with
ENERGA
S.A.
regarding
the
project's
technical,
technological,
economic,
organisational
and
legal
aspects
and
further
financing.
Conclusions
from
these
analyses
do
not
justify
continuing
the
project
in
its
existing
form,
i.e.
the
construction
of
a power plant generating electricity in a process of hard coal combustion. This evaluation is driven by the following:
1)
regulatory
changes
at
the
EU
level
and
the
credit
policy
of
certain
financial
institutions,
which
show
that
there
is
far greater access to financing for energy projects based on gas than coal;
and
2)
the
acquisition
of
control
over
Energa
by
PKN
Orlen
S.A.,
the
strategy
of
which
does
not
include
investments
in
electricity generation based on coal combustion.
At
the
same
time,
technical
analysis
confirmed
the
viability
of
a
variant
in
which
the
power
plant
would
use
gas
("Gas
Project")
at
the
current
location
of
the
coal-unit
being
built.
As
a
result
of
the
above,
ENEA
S.A.'s
Management
Board
decided to continue building a generating asset in Ostrołęka and change the fuel source from coal to gas.
On
2
June
2020,
a
three-party
agreement
was
executed
between
ENEA
S.A.,
ENERGA
S.A.
and
PKN
Orlen
S.A.,
spelling
out the following key cooperation rules for the Gas Project:
−
subject
to
the
reservations
expressed
below,
continue
cooperation
between
ENEA
S.A.
and
ENERGA
S.A.
via
the
existing
special-purpose
vehicle,
i.e.
Elektrownia
Ostrołęka
Sp.
z
o.o.,
and
settle
costs
related
to
the
Project
between
ENEA
S.A.
and
ENERGA
S.A.,
along
with
settlements
with
Project
contractors,
in
accordance
with
the
existing rules,
−
take into account PKN Orlen S.A.'s potential role in the Gas Project as a new shareholder,
−
ENEA
S.A.'s
participation
in
the
Gas
Project
as
a
minority
shareholder
with
an
investment
cap,
as
a
result
of
which the Company will not be an entity co-controlling Elektrownia Ostrołęka Sp. z o.o.,
−
subject
to
the
essential
corporate
approvals,
execute
a
new
shareholders
agreement
regarding
the
Gas
Project
that incorporates the aforementioned cooperation rules,
−
undertake
activities
intended
to
secure
financing
for
the
Gas
Project
by
ENERGA
S.A.
together
with
PKN
Orlen
S.A.
From
2
June
2020,
the
parties
to
this
agreement
had
been
holding
talks
regarding
a
new
investment
agreement
specifying
rules
for
the
further
implementation
of
the
Gas
Project,
including
investment
by
each
of
the
parties.
At
the
same
time,
ENEA S.A. on its own evaluated the prospect of participating in the project.
On 22 December 2020 the Supervisory Board of ENEA S.A. decided as follows:
−
withdraw ENEA S.A. from investing in the construction of a gas-based unit as part of project Ostrołęka C, and