Poland's Columbus Energy inks deal to buy 21.7 MW of solar projects
- COLUMBUS ENERGY SA (40/2020) Acquisition of 100% shares in 11 business carrying out solar farm projects with a total capacity of 21.7 MW with the opportunity of acquiring additional 2 MW
The Management Board of Columbus Energy S.A. based in Kraków (hereinafter: Columbus), with reference to ESPI 34/2020 reports of August 31, 2020 and also 36/2020 of On September 1, 2020 (in which Columbus educated accordingly about submitting a binding deal for the acquisition of 100% shares in unique function cars holding the rights to solar farm projects with an overall capacity of 184 MWp as well as regarding getting details about the acceptance of this deal; hereinafter: the Offer) informs that on September 25, 2020, a subsidiary, i.e. Columbus JV1 sp. z oo based in Kraków (hereinafter: Columbus JV1) ended an arrangement for the purchase of 100% shares (hereinafter: Agreement) in the business: SPower Tomaszówka Sp. z o.o., SPower Zambrów I Sp. z o.o., SPower Giżycko Sp. z o.o., SPower WDW Sp. z o.o., SPower JSK 3 Sp. z o.o., SPower KKM Sp. z o.o., SPower Ujazd Sp. z o.o., SPower HNB Sp. z o.o., SPower Węgliska Sp. z o.o., SPower Rusowo Sp. z o.o., Bioenergia Podlasie Sp. z o.o. (hereinafter jointly described as: Project Companies) applying projects of solar farms with an overall ability of approx. 21.7 MW (with the opportunity of acquiring added 2 MW), the estimated value of which after construction will certainly be approx. PLN 86.8 million (PLN 94.8 million in case of acquiring additional 2 MW). The amount of purchase of shares in Project Companies was EUR 972,669.64 (EUR 1,071,644.76 in case of obtaining additional 2 MW), which results from the value of these projects executed under Project Companies in the amount of EUR 1,350,000.00 and had by Project Companies commitments (the amount will be adjusted based on the final economic information).
Under the Agreement and also under the problems laid out therein, the vendor offers all shares in the Project Companies with no encumbrances, along with all legal rights connected to them or accruing to the last price, and also Columbus JV1 acquires all shares in the Project Companies free of encumbrances, along with all rights related to them or building up to them for the last list price. The events concur that the title to the shares in each Project Company will certainly be transferred to Columbus JV1 upon its reliable date.
The Management Board of Columbus mentions that the projects executed by the Design Companies have a building license and link conditions and also are in the pre-auction phase.
The agreement providesliability of the Parties, including liability under the assurance provided, if several of the guarantees and representations consisted of in the Agreement end up being completely or partly false or deceptive or unlawful. The supplier's liability for any type of breach will cease if Columbus JV1 stops working to alert the vendor of such case within 6 (6) years from the date of the Agreement. The Seller's total aggregate obligation under as well as about this Agreement, whether for violation of the Agreement, negligence or omission or otherwise, however omitting responsibility for fraudulence or unyielding misbehavior relating to a specific project, will not exceed seventy-five percent (75%) of the worth of business of a provided Project Company, subject to obligation in relation to standard warranties, which shall not go beyond one hundred percent (100%) of the business value of a given Project Company defined in the Agreement.
Columbus JV1 additionally has warranties under the Agreement for the performance of the Agreement by entities related to the vendor.
Columbus JV1 can take out from the Agreement with prompt effect if any type of actions connected to the closing of this purchase, for which the seller is responsible, do not occur on the date of finalizing or within 10 days of authorizing it. Columbus JV1's right to take out from the contract may be worked out within 20 days from the day of its finalizing.
The Seller has the right to withdraw from the Agreement with prompt impact if the quantity of the transaction is not paid on the day of signing or within 5 days from the day of its signing. The seller's right to take out from the Agreement may be made use of within 10 days from the date of its signing.
The Management Board of Columbus reminds that the Offer worries the purchase of 100% shares in special purpose cars that execute 87 projects of photovoltaic or pv farms with a complete capacity of nearly 184 MWp (consisting of 3 projects with a capacity of 48.3 MWp, 30 MWp and also 32.2 MWp, others as much as 1 MWp). The offer sent by Columbus totaled up to EUR 37,830,000.00. The Agreement signed today is the first stage of the acquisition of firms executing solar farm projects as part of the Offer submitted by Columbus and also approved by the specialist.