Orlen tightens grip on Energa; company may delist from stock exchange

PKN Orlen has secured over 95% of Energa's shares, paving the way for the company's potential delisting from the stock exchange. While a delisting is a possibility, two distinct scenarios are currently being evaluated, and the final decision will likely be made at a political level.

Energa released two key reports on July 1, 2026, shedding light on the legal status of Energa and Orlen's position as its primary owner. Orlen initially completed its acquisition of the Energa Group on April 30, 2020, obtaining 80% of the company's shares, which represented approximately 85% of the votes at the general meeting. A prolonged dispute with minority shareholders regarding share valuation and the company's future direction ensued.

The company's statutes were recently amended by the District Court in Gdańsk-Północ on April 2, 2026. This amendment allowed for an increase in the share capital through a closed subscription of Series CC shares, with existing shareholders retaining pre-emptive rights. Energa's management had hoped that the funds raised, primarily from Orlen's acquisition of shares, would finance the company's investment program, focusing on building new gas power plants and expanding its network.

The share issuance offered the potential to raise over 5.1 billion Polish zloty. The process involved pre-emptive rights, where one right allowed for the subscription of 0.67 new Series CC shares. These rights were traded on the Warsaw Stock Exchange until May 27, with subscriptions accepted until June 1. Reports indicate that not all shareholders exercised their pre-emptive rights. The issuance, proposed by Orlen, which held over 92% of the capital and 94% of the votes at the time, faced controversy among some minority shareholders who questioned its terms. Although the resolution's content was challenged in court, the court ultimately dismissed a request for security, allowing the offering to proceed. Had the court sided with the minority shareholders' request, the capitalization process and the final resolution of Energa's fate would have been indefinitely delayed.