| | KOMISJA NADZORU FINANSOWEGO | | | | | | | Raport bieżący nr | 65 | / | 2016 | | | | | | Data sporządzenia: | 2016-05-01 | | | | | | | | | | | Skrócona nazwa emitenta | | | | | | | | | | E-STAR ALTERNATIV ENERGIASZOLGALTATO NYRT. | | | | Temat | | | | | | | | | | | | | Announcement | | | | Podstawa prawna | | | | | | | | | | Treść raportu: | | | | | | | | | | | | The Board of Directors of ENEFI Energy Efficiency Plc. _“Company"_ hereby informs its
honourable Investors of the following:
Among its first tasks the newly elected Board of Directors of the Company have found it
important to determine and communicate its short and medium term objectives about the
Company to the Shareholders particularly considering the fact that the previous owners and
members of the Board of Directors did not reach an agreement in terms of establishing the
strategy of the Company.
Having surveyed the ownership structure of the Company, the Board of Directors found that
the ownership structure of the Company has been significantly changed recently due to the
ENEFI share purchases by EETEK Ltd. and then the sale of these shares to the Company. As a
result of the successfully closed bankruptcy proceedings of the Company the Company
which had been mostly owned by shareholders who were former creditors since 2013 has
become the majority property of shareholders acquiring shares with real and genuine share
purchase intention again. In terms of figures, the number of former creditor shareholders
has decreased below 250 persons among the approximately 2000 owners. The number of
shares held by former creditor shareholders was 50 million pieces as a result of the
settlement with the creditors. Following the acquisition and withdrawal of the shares
transferred to affiliated company, this number has decreased to approximately 20 million.
Currently, excluding the own shares of the Company and its affiliated companies, the
number of shares owned by shareholders is approx. 7.2 million pieces, less than half of
which are shares issued under the settlement with the creditors.
The change in the ownership structure may have facilitated the growth of the Company;
however the initiatives aiming to start new projects and develop new business have all failed
within the Company in the past three years. During this time the Company have been
continuously losing its capabilities of vital importance to gather pace for growth. The
eventually implemented projects meant the purchase of already operating street lighting
projects associated to one corporate group, which however were not as successful as
expected and their revenue has not or hardly been received by the Company. The recent
hostile takeover corrupted the situation of the Company even further, resulting in
employees continuously quitting, which has been threatening the going concern status of
the Company especially in the audit period.
The management of the Company sees that the shares of the Company traded at the
Budapest Stock Exchange and the Warsaw Stock Exchange are far below the book value per
share, reflecting the lack of trust from investors.
The Company had previously communicated several times that the asset elements were
conservatively evaluated in its report. The recently closed Polish asset sale transaction
partially proved this, since the asset was sold at a price over the double of the book value.
Therefore in the current situation the new management of the Company does not see the
realistic opportunity to put the Company on the track of growth by implementing new
projects or developing new energy business_es_ in short terms. The previously made
traditional businesses will however end _expire_ in the following 3-8 years.
The Board of Directors of the Company has determined its short and medium term
objectives as follows:
1. The management of the company is currently focusing on sizing up the damages and
repairing them as soon as possible, which will presumably require the following 2-3
months.
2. Further reducing central costs by determining the salary of the operative executive as
half the amount than it previously was.
3. Issuing employee shares and converting / replacing them to ENEFI ordinary shares
HUF 300 target price in order to implement the program of the Company. Instead of
issuing approx. 4 million pieces of employee shares previously accepted by the
general meeting, the Board of Directors plans to issue 2.5 million pieces of employee
shares.
4. The Board of Directors shall put its proposal to withdraw the own shares of the
Company on the agenda in year 2016.
5. The Company shall focus on the following in the next 3-5 years:
ï‚· Sale of the existing Hungarian project before the end of duration taking into account
that operation costs shall always be sufficiently covered.
ï‚· Sale of the last still operable project in Gheorgheni, Romania in a manner arranged
with the local town council. In the event that this fails to achieve success, then the
Company shall enforce its right in front of court.
ï‚· Closing lawsuits in Romania via out of court agreements.
ï‚· Protection and legal enforcement of the interests of the corporate group to the
furthest extent in all Romanian lawsuits where out of court agreements are not
viable _e.g. disputes arising from the unlawful attacks of the Romanian Financial
Authority_.
ï‚· Spending the amounts incoming from the above described reduction of the
operation of the Company on the acquisition of own shares.
The Board of Directors is open to any requests about the current and future position and
operation of the Company from the shareholders and submitting those to the general
meeting if it is reasonable. | | |
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