EPH and EPIF announce completion of intra-group reorganisation and publication of combined financial statements
12. 4. 2016
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
Energetický a průmyslový holding, a.s. (“EPH”) and EP Infrastructure, a.s. (previously known as CE Energy, a.s.; the “Company”) are pleased to announce that they have completed an intra-group reorganisation.
The reorganisation included, among other, the following transactions:
· the acquisition by the Company from EPH of 100% interest in EPH Gas Holding B.V. that indirectly (through Seattle Holding B.V. and Slovak Gas Holding B.V. (“SGH”)) holds a 49% stake (and management control) in SPP Infrastructure, a.s. (“SPPI”), which is a parent company of the SPPI group that operates primarily in Slovakia and comprises (among other entities) eustream, a.s., an operator a gas transmission pipeline, SPP – distribúcia, a.s., an operator of a gas distribution system, and NAFTA, a.s. (“NAFTA”), SPP Storage s.r.o. and a stake in POZAGAS a.s., which operate gas storage facilities in Slovakia and the Czech Republic;
· the acquisition by the Company from EPH of 100% of shares in Czech Gas Holding Investment B.V. (“CGHI”), which holds a 40.45% stake in NAFTA; and
· the sale by the Company to EPH of 100% of shares in JTSD Braunkohlebergbau GmbH, which controls, among other entities, Mitteldeutsche Braunkohlengesellschaft mbH (“MIBRAG”) and Saale Energie GmBH.
In connection with the reorganisation, the Company has also entered into a term loan facilities agreement dated 29 February 2016 (the “EPIF Facility Agreement”). Under the terms of the EPIF Facility Agreement the lenders made available to the Company certain term loan facilities in an aggregate amount of EUR 1.6 billion. As of the date of this announcement, all facilities under the EPIF Facility Agreement have been fully drawn and the proceeds were used, among other things, to refinance certain indebtedness of the Company and indebtedness of certain of its subsidiaries.
In addition, in May 2015 Pražská teplárenská a.s. (“PT”, a subsidiary of EP Energy, a.s.) spun-off certain assets consisting of small local heat sources and related distribution networks located predominantly on the left bank of Vltava river into Pražská teplárenská LPZ, a.s. (“PT LPZ”). On 29 February 2016, PT entered into a share purchase agreement with Veolia Energie ČR, a.s. relating to the sale of its 85% of shares in PT LPZ. The consummation of the transaction is subject to customary conditions precedent including competition clearance. PT and Veolia Energie ČR, a.s. also entered into an option agreement in relation to the remaining 15% of shares in PT LPZ exercisable between 1 July 2016 and 30 September 2017.
The Company and its subsidiaries (the “Group”) have also entered into several other less material asset disposals.
The Company is also pleased to announce that earlier today it has published its combined financial statements as of and for the years ended 31 December 2015, 2014 and 2013 (the “Combined Financial Statements”). The Combined Financial Statements present the combined assets, liabilities and result of operations of the Company and the entities that form part of the Group following the reorganisation. The Combined Financial Statements are available at http://www.epinfrastructure.cz/en/investors/results-centre/.
Please note that the financial position and results of operations of the Company and the entities that form part of the Group following the reorganisation presented in the Combined Financial Statements may differ from the financial position and results of operations that the Company or such other entities may present in their individual or consolidated financial statements as a result of differences in the accounting policies applied in preparation of such financial statements and the basis of preparation of such financial statements.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy of any securities to any person in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Neither EPH, nor the Company has registered or intends to register any of their securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of Australia, Canada or Japan and no such securities may be offered or sold in the United States, Australia, Canada or Japan absent registration or an exemption from registration requirements under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Neither EPH, nor the Company intends to conduct a public offering of any securities in the United States, Australia, Canada or Japan.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) (“Qualified Investors”). In addition, in the United Kingdom, this announcement is addressed to and directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”).
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons.