Current reports
2021-12-16 13:45:55
Signing of a Term Sheet with Towarowa Giełda Energii S.A., the Hungarian National Bank and the Budapest Stock Exchange concerning planned establishment of Central Post-trade Solutions (CPS)
Current Report No. 25/2021
Date: 16 December 2021
Topic: Signing of a Term Sheet with Towarowa Giełda Energii S.A., the Hungarian National Bank and the Budapest Stock Exchange concerning planned establishment of Central Post-trade Solutions (CPS)
Legal basis: Article 17(1) MAR – inside information
Content:
The Management Board of the Warsaw Stock Exchange (“GPW”) announces that it signed a Term Sheet on 16 December 2021 with Towarowa Giełda Energii (TGE), the Hungarian National Bank and the Budapest Stock Exchange with the intention of establishing a commodity market post-trade operator Central Post-trade Solutions (“CPS”) on or before 30 September 2022.
GPW holds 100% of the share capital of TGE and indirectly, via TGE, 100% of the share capital of Izba Rozliczeniowa Giełd Towarowych S.A. (“IRGiT”).
Izba Rozliczeniowa Giełd Towarowych S.A. is responsible for financial clearing of exchange transactions and for the safety of cleared markets. IRGiT clears and settles transactions on TGE.
The Hungarian National Bank and the Budapest Stock Exchange hold:
- the Hungarian National Bank directly holds 53.33% of the share capital of Keler CSD and the Budapest Stock Exchange holds the remaining 46.67% of the share capital of Keler CSD;
- the Hungarian National Bank directly holds 0.1% of the share capital of Keler KSZF Zrt. (“Keler CCP”), the Budapest Stock Exchange directly holds 0.09% of Keler CCP, and the remaining 99.81% of the shares are held by Keler CSD.
Keler CSD is the only central securities depository in Hungary. The company owners are the Hungarian National Bank and the Budapest Stock Exchange.
Keler CCP performs clearing house functions as a central counterparty, clears transactions and operates a clearing liquidity guarantee system.
The following transactions are expected under the Term Sheet following the establishment of Central Post-trade Solutions:
- TGE will contribute in kind all IRGiT shares to Central Post-trade Solutions;
- the Hungarian National Bank and the Budapest Stock Exchange will contribute in kind all Keler CCP shares held directly or indirectly to Central Post-trade Solutions.
Under the Term Sheet, the Polish party will be the majority shareholder of Central Post-trade Solutions to be established.
The Term Sheet sets out the framework for further negotiations. The final terms of the potential investment agreement may differ from the framework defined in the Term Sheet. The provisions of the Term Sheet are not binding and the conclusion of the investment agreement will depend, among others, on GPW conducting a due diligence and obtaining required corporate approvals.
The Company will announce next steps in the process in separate current reports.
Legal basis:
Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 203/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (EU Official Journal L 173) (“MAR”)
Signatures of persons representing the Company:
Izabela Olszewska – Member of the Management Board
Piotr Borowski – Member of the Management Board