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<\/p>\n
Energetick\u00fd a\u00a0pr\u016fmyslov\u00fd holding, a.s. (\u201cEPH\u201d) and EP\u00a0Infrastructure, a.s. (previously known as CE Energy, a.s.; the \u201cCompany\u201d) are pleased to announce that they have completed an intra-group reorganisation.<\/p>\n
The reorganisation included, among other, the following transactions:
\n\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 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. (\u201cSGH\u201d)) holds a\u00a049% stake (and management control) in SPP Infrastructure, a.s. (\u201cSPPI\u201d), which is a\u00a0parent company of the SPPI group that operates primarily in Slovakia and comprises (among other entities) eustream, a.s., an operator a\u00a0gas transmission pipeline,\u00a0 SPP \u2013 distrib\u00facia, a.s., an operator of a\u00a0gas distribution system, and NAFTA, a.s. (\u201cNAFTA\u201d), SPP Storage s.r.o. and a\u00a0stake in POZAGAS a.s., which operate gas storage facilities in Slovakia and the Czech Republic;<\/p>\n
\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the acquisition by the Company from EPH of 100% of shares in Czech Gas Holding Investment B.V. (\u201cCGHI\u201d), which holds a\u00a040.45% stake in NAFTA; and<\/p>\n
\u00b7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the sale by the Company to EPH of 100% of shares in JTSD Braunkohlebergbau GmbH, which controls, among other entities, Mitteldeutsche Braunkohlengesellschaft mbH (\u201cMIBRAG\u201d) and Saale Energie GmBH.<\/p>\n
In connection with the reorganisation, the Company has also entered into a\u00a0term loan facilities agreement dated 29 February 2016 (the \u201cEPIF Facility Agreement\u201d). \u00a0Under 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.
\nIn addition, in May 2015 Pra\u017esk\u00e1 tepl\u00e1rensk\u00e1 a.s. (\u201cPT\u201d, a\u00a0subsidiary of EP\u00a0Energy, 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 Pra\u017esk\u00e1 tepl\u00e1rensk\u00e1 LPZ, a.s. (\u201cPT LPZ\u201d). On 29 February 2016, PT\u00a0entered into a\u00a0share purchase agreement with Veolia Energie \u010cR, a.s. relating to the sale of its 85% of shares in PT\u00a0LPZ. The consummation of the transaction is subject to customary conditions precedent including competition clearance. PT\u00a0and Veolia Energie \u010cR, a.s. also entered into an option agreement in relation to the remaining 15% of shares in PT\u00a0LPZ exercisable between 1\u00a0July 2016 and 30 September 2017.<\/p>\n
The Company and its subsidiaries (the \u201cGroup\u201d) have also entered into several other less material asset disposals. 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\u00a0result 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\u00a0solicitation 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 \u201cSecurities Act\u201d) 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\u00a0public offering of any securities in the United States, Australia, Canada or Japan.<\/em><\/p>\n This announcement is only addressed to and directed at persons in member states of the European Economic Area (\u201cEEA\u201d) 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) (\u201cQualified Investors\u201d).\u00a0 In addition, in the United Kingdom, this announcement is addressed to and directed only at, Qualified Investors who (i)\u00a0are persons who have professional experience in matters relating to investments falling within Article\u00a019(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the \u201cOrder\u201d), (ii)\u00a0are persons who are high net worth entities falling within Article\u00a049(2)(a) to (d) of the Order, or (iii)\u00a0are other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as \u201crelevant persons\u201d).<\/em><\/p>\n 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.\u00a0 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<\/em>.<\/p>\n","protected":false},"excerpt":{"rendered":" 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 Energetick\u00fd a\u00a0pr\u016fmyslov\u00fd holding, a.s. (\u201cEPH\u201d) and EP\u00a0Infrastructure, a.s. (previously known as CE Energy, a.s.; the \u201cCompany\u201d) are pleased to announce that they have completed an intra-group reorganisation. […]<\/p>\n","protected":false},"featured_media":0,"template":"","meta":{"_expiration-date-status":"","_expiration-date":0,"_expiration-date-type":"","_expiration-date-categories":[],"_expiration-date-options":[]},"tax-year":[17],"acf":[],"wpml_current_locale":"en_US","wpml_translations":[{"locale":"cs_CZ","id":12415,"post_title":"EPH a EPIF oznamuj\u00ed dokon\u010den\u00ed reorganizace v r\u00e1mci skupiny a uve\u0159ejn\u011bn\u00ed kombinovan\u00e9 \u00fa\u010detn\u00ed z\u00e1v\u011brky","href":"https:\/\/eph23.atelierzidlicky.eu\/eph-epif-announce-completion-intra-group-reorganisation-publication-combined-financial-statements\/"}],"_links":{"self":[{"href":"https:\/\/eph23.atelierzidlicky.eu\/en\/wp-json\/wp\/v2\/press-releases\/12414"}],"collection":[{"href":"https:\/\/eph23.atelierzidlicky.eu\/en\/wp-json\/wp\/v2\/press-releases"}],"about":[{"href":"https:\/\/eph23.atelierzidlicky.eu\/en\/wp-json\/wp\/v2\/types\/press-releases"}],"wp:attachment":[{"href":"https:\/\/eph23.atelierzidlicky.eu\/en\/wp-json\/wp\/v2\/media?parent=12414"}],"wp:term":[{"taxonomy":"tax-year","embeddable":true,"href":"https:\/\/eph23.atelierzidlicky.eu\/en\/wp-json\/wp\/v2\/tax-year?post=12414"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nThe 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 \u201cCombined Financial Statements\u201d). 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\/<\/a>.<\/p>\n
\nThis announcement does not constitute an offer to sell or a\u00a0solicitation 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.<\/em><\/p>\n