12.04.2016
Intragroup reorganization EPIF
Energetický a průmyslový holding, a.s. (“EPH”) and EP Infrastructure, a.s. (previously known as CE Energy, a.s.; “EPIF”) have announced completion of an intra-group reorganisation as part of which, among other things, EPIF (a wholly-owned subsidiary of EPH) acquired from EPH a 100% interest in EPH Gas Holding B.V., which indirectly (through Seattle Holding B.V. and Slovak Gas Holding B.V.) holds a 49% stake (and management control) in SPP Infrastructure, a.s., the parent company of eustream, a.s. (“Eustream”).
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 ANNOUNCEMENTEPH AND EPIF ANNOUNCED COMPLETION OF INTRA-GROUP REORGANISATION AND PUBLICATION OF COMBINED FINANCIAL STATEMENTS
Energetický a průmyslový holding, a.s. (“EPH”) and EP Infrastructure, a.s. (previously known as CE Energy, a.s.; “EPIF”) have announced completion of an intra-group reorganisation as part of which, among other things, EPIF (a wholly-owned subsidiary of EPH) acquired from EPH a 100% interest in EPH Gas Holding B.V., which indirectly (through Seattle Holding B.V. and Slovak Gas Holding B.V.) holds a 49% stake (and management control) in SPP Infrastructure, a.s., the parent company of eustream, a.s. (“Eustream”).
EPIF also announced that it 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 EPIF and the entities that form part of its group following the reorganisation (thus including assets, liabilities and result of operations of Eustream for the relevant periods). 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 Eustream presented in the Combined Financial Statements may differ from the financial position and results of operations that Eustream may present in its individual 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. None of EPH, EPIF and Eustream 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. None of EPH, EPIF and Eustream 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.
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