Implementation of project to build Elektrownia Ostrołęka C
At
31
December
2021,
ENEA
S.A.
held
9
124
821
shares
of
Elektrownia
Ostrołęka
Sp.
z
o.o.,
with
a
nominal
value
of
PLN
50 each and total nominal value of PLN 456 241 thousand.
On
13
February
2020,
ENEA
S.A.
executed
an
agreement
with
ENERGA
S.A.
suspending
financing
by
ENERGA
S.A.
and
ENEA
S.A.
for
the
project
to
build
Elektrownia
Ostrołęka
C.
In
the
agreement,
ENEA
S.A.
and
ENERGA
S.A.
undertook
to
carry
out
analyses,
especially
concerning
the
project's
technical,
technological,
economic
and
organisational
parameters
and further financing.
ENERGA
S.A.
and
ENEA
S.A.
assumed
that
suspending
financing
for
the
project
would
result
in
the
company
having
to
suspend
its
contract
executed
on
12
July
2018
to
build
Elektrownia
Ostrołęka
C
with
capacity
of
approx.
1000
MW,
along
with a contract to convert rail infrastructure for Elektrownia Ostrołęka C of 4 October 2019.
On
14
February
2020,
Elektrownia
Ostrołęka
Sp.
z
o.o.
issued
to
the
General
Contractor
for
the
contract
to
build
Elektrownia
Ostrołęka
C
with
capacity
of
approx.
1000
MW
of
12
July
2018
a
notice
to
suspend
all
works
related
to
that
contract, effective 14 February 2020.
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,
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
Group's
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.
Also
as
of
31
December
2021,
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 was 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
S.A.
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.,
at
the
request
of
the
Management
Board
of
ENEA
S.A.,
expressed consent for the following:
•
execution
of
an
agreement
with
ENERGA
S.A.
and
Elektrownia
Ostrołęka
Sp.
z
o.o.
regarding
cooperation
on
the division of Elektrownia Ostrołęka Sp. z o.o.,