A prerequisite for the share purchase agreement involving Solarfarm shares to be executed is that the project must achieve a ‘ready to build’ (RTB) status, as substantiated by a due-diligence study conducted by Grupa Azoty S.A., and that satisfactory general contractor tenders are received to build the solar PV farm on an EPC basis.

Central to the agreed Term Sheet is the prospect of potentially attaining full control over Solarfarm Brzezinka, an RTB solar PV farm project situated in Brzezinka and Syców with a capacity of at least 270 MWp. The turnkey construction of the farm is to materialise under an EPC contract, concluded between Grupa Azoty S.A. and a general contractor, to be selected through a competitive tender process once the transaction is finalised.

The acquisition value of Solarfarm shares will amount to EUR 37.8m, assuming that the power plant achieves a capacity of 270 MWp, excluding expenses associated with the performance of the future EPC contract. If the capacity of the 270 MWp power plant is expanded to 300 MWp within five years of its launch, the acquisition value of the shares will be increased by EUR 2.1m.

“As an integral component of the revised Term Sheet, a comprehensive work schedule has been outlined for the coming months. An essential precondition at various stages of the prospective deal is that the project attains a ‘ready to build’ status, a milestone that must be confirmed through due diligence. Should this project come to fruition, the result would be a substantial addition to our generation capacity in renewable energy, which in turn would enhance the competitiveness of Grupa Azoty,” says Marek Wadowski, Vice President of the Management Board of Grupa Azoty S.A. and President of the Management Board of Grupa Azoty Energia.

“The completion of this deal is pivotal to advancing the Grupa Azoty Group’s climate and energy goals, which we consistently pursue through dedicated projects. Following its launch, it will stand as Poland’s largest photovoltaic power plant, enhancing the diversification and optimising our energy sources,” says Filip Grzegorczyk, Vice President of the Management Board of Grupa Azoty S.A.

Agreeing on the revised version of the Term Sheet is a continuation of steps taken in July 2022, when Grupa Azoty S.A. entered into an agreement to hold negotiations, on an exclusive basis, regarding potential acquisition of 100% of the share capital of Solarfarm Brzezinka sp. z o.o. Under the agreement, the parties expressed their intent to collaborate on the Brzezinka solar PV project. Then, in December 2022, Grupa Azoty S.A. signed the first Term Sheet for the potential deal.