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Soecietatea Energetica Electrica S.A.

M&A Activity Nov 12, 2021

2280_rns_2021-11-12_b94a0e05-1088-4934-8533-47909e873732.pdf

M&A Activity

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To: Romanian Financial Supervisory Authority (ASF)

Bucharest Stock Exchange (BVB)

London Stock Exchange (LSE)

Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, ASF Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 12 November 2021

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania

Phone/fax no.: 004-021-2085999/ 004-021-2085998

Fiscal Code: RO 13267221

Trade Register registration number: J40/7425/2000

Subscribed and paid in share capital: RON 3,464,435,970

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB) and London Stock Exchange (LSE)

Significant events to be reported: Transactions with related parties according to Art. 108 of Law No. 24/2017 concluded by Distributie Energie Electrica Romania SA (DEER) and Electrica Furnizare SA (EFSA), subsidiaries of Societatea Energetica Electrica SA (Electrica)

Electrica informs its shareholders and investors about the conclusion, on 10 November 2021, of several transactions between DEER and EFSA, Electrica's subsidiaries, that have a value that, cumulated with the rest of the transactions concluded/executed in the period 14 September – 10 November 2021 (respectively after the previous current report issued on 16 September 2021 on BSE – IRIS Code 077EC and on LSE – RNS code 9795L), exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2020, respectively exceeds the value of RON 202,466,778.

Details regarding the transactions concluded on 10 November 2021, which led to exceeding the threshold, containing information about the date of execution, type of transaction, description of its scope, total value of the transaction, expiry date, mutual debts and receivables, guarantees, penalties, payment due dates and methods are presented in Annex 1.

Details regarding the rest of the transactions already concluded in the period 14 September – 10 November 2021, which, individually or cumulatively, did not meet the requirement provided in art. 108 of Law no. 24/2017, but which cumulated with the transaction presented in Annex 1 lead to exceeding the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2020, are presented in Annex 2.

Chief Executive Officer Georgeta Corina Popescu

Annex 1: Details regarding the transaction concluded by DEER and EFSA on 10 November 2021 of the kind listed in Art. 108 of Law No. 24/2017 Services provider: DEER-MN Beneficiary: EFSA

Agreement
Type and No.,
execution date
Scope of transactions Amount of
transactions
(RON th.)
Invoice Number /
Date
Date of
entry into
force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and
payment methods
R102263/30
Mar 2016
Providing electricity
distribution service by the
distribution operator for
users, end customers of
the supplier, whose
installations are connected
to the electricity network
of the distribution
operator
40,200.54 7190002247/
10.11.2021;
7190002248/
10.11.2021;
7190002249/
10.11.2021;
7190002250/
10.11.2021;
1 April
2016
indefinite N/A In case of not fulfilling the
payment obligations within 30
days from invoice's
due date,
the supplier will pay, in
addition to the amount due, a
penalty interest
corresponding
as a percentage of interest due
for not paying the
obligations
to the state budget
in due time,
calculated for each day of
delay starting with the first
day after the due date until the
day of payment (exclusive).
The total value of the penalty
interest may not exceed the
value of the amount due.
Issuance of the invoice
with the payment amount
for
the
concluded
contractual month is made
in the first 10
working
days
of
the
month
following each contractual
month. Payment is made
within 10 working days
from the date of issuing the
invoice, in case of its
communication by e-mail,
or within 10 days from the
date
of
sending
the
invoice, otherwise.
Transactions total amount (RON th.): 40,200.54

Due and not due mutual debts of EFSA to DEER at 09.11.2021: RON 170,677.18 th. Due and not due mutual debts of DEER to EFSA at 09.11.2021: RON 1,689.06 th.

Annex 2:

Details regarding the transactions concluded by DEER and EFSA in the period 14 September – 10 November 2021 of the kind listed in Art. 108 of Law No. 24/2017

Agreement Type
and No., execution
date
Scope of transactions Amount
(RON th.)
Date of
entry into
force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and
payment methods
Services provider:
DEER-TN
Beneficiary: EFSA
30275/30 Sept 2015 143.66 1 October
2015
indefinite N/A In case of not fulfilling the payment
obligations within 30 days from invoice's
due date, the supplier will pay, in addition
to the amount due, a penalty interest
corresponding as a percentage of interest
due for not paying the obligations to the
state budget in due time, calculated for
each day of delay starting with the first day
after the due date until the day of payment
(exclusive). The total value of the penalty
interest may not exceed the value of the
amount due.
Issuance of the invoice with
the payment amount for the
concluded
contractual
month is made in the first 10
working days of the month
following each contractual
month. Payment is made
within 10 working days from
the date of issuing the
invoice, in case of its
communication by e-mail,
or within 10 days from the
33802/1 Jul 2015 1 July
2015
43670/17 Nov 2015 Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator
1
December
2015
426/SM/30 Dec 2015 1 January
2016
10019 BN/1 Oct 2015 1 October
2015
71107/11 Aug 2015 1
September
2015
date of sending the invoice,
otherwise.
32476/9 Dec 2015 1 January
2016
In case of not fulfilling the payment Issuance of the invoice with
the payment amount for the
33799/1 Jul 2015 Providing electricity 724.70 1 July
2015
indefinite obligations within 30 days from invoice's
due date, the supplier will pay, in addition
to the amount due, a penalty interest
corresponding as a percentage of interest
due for not paying the obligations to the
state budget in due time, calculated for
each day of delay starting with the first day
after the due
date until the day of payment
(exclusive). The total value of the penalty
interest may not exceed the value of the
concluded
contractual
month is made in the first 10
working days of the month
following each contractual
month. Payment is made
43264/20 Oct 2015 distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator
1
November
2015
N/A
425/SM/23 Dec 2015 1 January
2016
within 10 working days from
the date of issuing the
invoice, in case of its
10018 BN/1 Jul 2015 1 July
2015
communication by e-mail,
or within 10 days from the
70866 /1 Jul 2015 1 July
2015
amount due. date of sending the invoice,
otherwise.
425/SM/23 Dec 2015 Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator -
other services as
DO
1.33 1 January
2016
indefinite N/A Penalty interest corresponding as a
percentage of the interest due for non
payment on time of the obligations to the
state budget), calculated for each day of
delay starting with the first day after the
due date until the day of payment
(exclusively). The total value of the
penalty interest may not exceed the value
of the amount due.
The invoice is issued with
the payment amount for the
concluded
contractual
month is made in the first 10
working days of the month
following each contractual
month. Payment is made
within 10 working days from
the date of issuing the
invoice.
103 / 10 Mar 2016 Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator
71,198.95 1 April
2016
indefinite N/A In case of not fulfilling the payment
obligations within 30 days from invoice's
due date, the supplier will pay, in addition
to the amount due, a penalty interest
corresponding as a percentage of interest
due for not paying the obligations to the
state budget in due time, calculated for
each day of delay starting with the first day
after the due date until the day of payment
(exclusive). The total value of the penalty
interest may not exceed the value of the
amount due.
Issuance of the invoice
with the payment amount
for
the
concluded
contractual month is made
in the first 10 working days
of the month following
each contractual month.
Payment is made within 10
working days from the date
of issuing the invoice, in
case of its communication
by e-mail, or within 10
days from the date of
sending
the
invoice,
otherwise.
Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator -
other services as
DO
6.11 If the supplier does not pay the invoices
related to the EDN intervention services
within 30 days from the due date, the
distribution operator will claim delay
penalties of 0.01% for each day of delay,
calculated at the unpaid amount, starting
with the first day after the due date, until
the day of payment (exclusively). The
value of the penalties may not exceed
the
amount due.
Payment is made within 30
calendar days from the date
of issuing the invoice
Convention 50277/22
Feb 2016; AD 53229
A/20 Oct 2020 –
Bistrita
Convention 30728/22
Feb 2016, AD.
4/56021/7 Oct 2020 –
Oradea
Re-invoicing utilities expenses 14.20
12.03
1 January
2016
1 January
2016
For delays in the payment of the invoice of
more than 30 days from the due date, the
lessor has the right to charge, and the
lessee has the obligation to pay late
payment penalties of 0.03% applied to the
amount due for each calendar day of delay,
starting with the first day after due date.
The value of the penalties will not exceed
Convention
E12.2.59/8 Mar 2011

Oradea –
utilities
breakdown Oradea
building -
headquarters
4.57 1 February
2011
31 December
2023
the value of the outstanding debt
Non-payment of the invoice within 30
days from the due date authorizes the
lessor to request late-payment penalties
equal to the late-payment penalties due for
not paying the tax obligations to the state
budget in due time, applied to the amount
due for each day of delay, starting with day
following the due date and until the date of
settlement of the amount due, exclusively.
N/A
The value of the penalties may not exceed
the value of the outstanding debt.
Payment is made within 10
calendar days from the date
of
registration
of
the
invoice to the tenant
Convention 60380/22
Feb 2016, AD SM
63761A/ 16 Dec 2020
-
Satu Mare
15.59
6.70
1 January
2016
For delays in the payment of the invoice of
more than 30 days from the due date, the
lessor has the right to charge, and the
lessee has the obligation to pay late
payment penalties of 0.03% applied to the
amount due for each calendar day of delay,
starting with the first day after due date.
The value of the penalties will not exceed
the value of the outstanding debt
Convention 1193/9
Jan 2017, AD3/21
Sept 2019 -
Baia
Mare
1 January
2017
Convention 17/ 28
Feb 2019 -
Cluj
16.64 1 March
2019
Convention 70022/5
Jan 2017, AD
71117A/1267/18 Jul
2018 –
Zalau
1.78 1 January
2017
Services provider:
DEER-TS
Beneficiary: EFSA
C-3831/D/700/ 15
Mar 2016 and
AD8/18 Jun 2020
Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator
66,421.01 1 April
2016
indefinite N/A In case of not fulfilling the payment
obligations within 30 days from invoice's
due date, the supplier will pay, in addition
to the amount due, a penalty interest
corresponding as a percentage of interest
due for not paying the obligations to the
state budget in due time, calculated for
each day of delay starting with the first day
after the due date until the day of payment
(exclusive). The total value of the penalty
interest may not exceed the value of the
amount due.
Issuance of the invoice with
the payment amount for the
concluded contractual month
is made in the first 10
working days of the month
following each contractual
month. Payment is made
within 10 working days from
the date of issuing the
invoice, in case of its
communication by e-mail, or
within 10 days from the date
of
sending
the
invoice,
otherwise.
C-3831/D/700/ 15
Mar 2016 and AD 2/1
Aug 2016
Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
network of the distribution
operator -
other services as
distribution operator
8.68 If the supplier does not pay the invoices
related to the EDN intervention services
within 30 days from the due date, the
distribution operator will claim delay
penalties of 0.01% for each day of delay,
calculated at the unpaid amount, starting
with the first day after the due date, until
the day of payment (exclusively). The
value of the penalties may not exceed the
amount due.
Payment is made within 30
calendar days from the date
of issuing the invoice.
C 22/15 Feb 2018;
AA4 /15 Feb 2018
C 61/4 Apr 2018
C 1466/27 Mar 2018
Providing the representation
service as Balancing
Responsible Party
1,992.64 15
February
2018
indefinite N/A If due to his sole fault the Provider fails to
fulfill its obligations under the contract, the
Purchaser has the right to deduct from the
tariff established by the contract an amount
equal to a percentage of 1.5% of the tariff
established according to Annex 2.
If the Purchaser does not fulfill any
payment obligation arising under the
Contract, he has the obligation to pay as
penalties an amount equivalent to a
percentage of the unpaid payment. The
percentage for each day of delay is that of
the interest due for not paying on time the
obligations for the state budget.
The same penalties will be charged for any
amounts due by the Purchaser based on the
contract.
The invoice will be paid by
the provider / purchaser
within 3 financial days from
the date of its receipt
C-1345/I/7000/23 Jan
2019; AD2/18 Dec
2020
Re-invoicing buildings rental
services
70.38 1 January
2019
31 December
2023
N/A In case of not fulfilling the payment
obligations on the due date, the tenant has
the obligation to pay, as penalties, an
amount equivalent to 0.02% of the unpaid
amount on time, for each day of delay,
starting with the next day after the due date
until actual payments.
Payment is made within 10
working days from the date
of registration of the invoice
by the tenant.
C-320/14 Sept 2007;
AD54/30 Dec 2020
Re-invoicing
telecommunications services
-3.86 14
September
2007
30 June 2021 N/A If the beneficiary does not pay the invoices
until the due date, he has the obligation to
pay, as penalties, an amount equivalent to
the percentage of interest due for not
paying the obligations to the state budget
in due time, to the amount not paid on time
for each day of delay starting with the next
day of the due date until the date of the
actual payment, inclusive. The amount of
the penalties may not exceed the amount
on which it is calculated.
Payment is made within 10
working days from the date
of registration of the invoice
by the Beneficiary
Services provider:
DEER-MN
Beneficiary:
EFSA
R102263/30 Mar
2016
Providing electricity
distribution service by the
distribution operator for
users, end customers of the
supplier, whose installations
are connected to the
electricity network of the
distribution operator
38,486.06 1 April
2016
indefinite N/A In case of not
fulfilling the payment
obligations within 30 days from invoice's
due date, the supplier will pay, in addition
to the amount due, a penalty interest
corresponding as a percentage of interest
due for not paying the obligations to the
state budget in due time, calculated for
each day of delay starting with the first
day after the due date until the day of
payment (exclusive). The total value of
the penalty interest may not exceed the
value of the amount due.
Issuance of the invoice with
the payment amount for
the
concluded
contractual
month is made in the first
10 working days of the
month
following
each
contractual
month.
Payment is made within 10
working days from the date
of issuing the invoice, in
case of its communication
by e-mail, or within 10 days
from
the date of sending the
invoice, otherwise.
If the supplier does not pay the invoices
issued by the distribution operator within
30 days from the due date, the
distribution operator will claim delay
penalties of 0.01% for each day of delay,
calculated at the unpaid amount, starting
with the first day after the due date, until
the day of payment (exclusively). The
value of the penalties may not exceed the
amount due.
Payment is made within 30
days from the date of
issuing the invoice.
2630/01
Mar 2018
Re-invoicing common
expenses
8.75 1 March
2018
indefinite N/A 0.001% of the amount not paid on time,
calculated for each day of delay starting
with the first day after the due date until
the day of payment (exclusive). The value
of the penalties may not exceed the
amount due
Payment is made within 60
calendar days from the date
of
registration
of
the
invoice by the beneficiary
17831/17 Feb 2020 Re-invoicing common
expenses
2.68 1
February
indefinite N/A N/A N/A
26497/10 Mar 2020 2020
10335/01 Aug 2007 Re-invoicing common
expenses
13.23 1 August
2007
31 July 2022 N/A For delays in paying the invoices, the
beneficiary
will
pay
penalities
of
0.1%/day of delay, starting with the first
day after the due date until the day
of
payment (exclusive)
Payment is made within 30
days from the date of
registration of the invoice
by the beneficiary
Services provider:
EFSA
Beneficiary: DEER-TN
22/15 Feb 2018; AD
4/16 Dec 2019; AD
5/31 Dec 2020
Providing the representation
service as Balancing
Responsible Party
5,487.99 1 January
2018
31 December
2021 with
automatic
extension for
periods of 12
months
according to
AD 4/16 Dec
2019
N/A If, through his sole fault, the Provider fails
to fulfill its
obligations under the contract,
the Buyer has the right to deduct from the
tariff established by the contract, as
penalties, an amount equivalent to a
percentage of 1.5% of the monthly tariff
established.
Payment is made within 3
working days from the date
of receipt of the invoice
Convention 72/26 Jan
2017, AD 2/1 Mar
2019, referring to
rental services
contract 885/31 Dec
2015
Re-invoicing common
expenses
1.84 1 January
2017
31 December
2023
N/A For delays in the payment of the invoice
for more than 30 days from the due date,
the lessor has the right to charge, and the
lessee has the obligation to pay, delay
penalties of 0.03% applied on the amount
due, for each calendar day of delay,
starting with the first day after the due date.
The value of the penalties may not exceed
the value of the outstanding debt.
Payment is made within 10
days from the date of
registration of the invoice
with the tenant
Convention 13/2 Feb
2017 referring to
rental services
contract 885/31 Dec
2015
Re-invoicing common
expenses
0.08 1 January
2017
31 December
2023
N/A N/A Payment is made within 10
days from the date of
registration of the invoice
with the tenant
Convention 21/18
Feb 2010
Re-invoicing common
expenses
-
water/sewage
0.05 19 January
2010
indefinite N/A Failure to pay the invoice within 10 days
from the due date, authorizes the Owner
to
receive late-payment penalties equal to the
level of late-payment penalties charged by
Compania de Apa Oradea, applied to the
amount due for each day of delay, starting
with the day after the due date and until the
date of settlement of the amount due,
exclusively.
The due date of the invoice is
10 days from the date of
registration of the invoice at
DEER -
TN.
Services provider: EFSA
Beneficiary: DEER-TS
876/31 Dec 2015, AD
3/18 Jan 2019
Re-invoicing utilities expenses 12.43 1 January
2016
31 December
2023
N/A In case of failure to pay the obligations on
the due date, the tenant has the obligation
to pay, as penalties, an amount equivalent
to 0.02% of the amount not paid on time,
for each day of delay, starting with the day
after the due date, until on the date of
actual payment.
Payment of the invoice will
be made by transfer within
10 working days from the
date of registration of the
invoice by the tenant
Services provider:
EFSA
Beneficiary: DEER
268/29 Aug 2007;
AD 16/18 Feb 2020 –
TN
Re-invoicing –
pensioners
energy quota
Equivalent value of electricity
granted to individuals
benefiting from the provisions
of GD.1041/2003 and
GD.1461/2003
187.14 1 August
2017
During the
period GD
1041/2003 is
in force, as it
was
completed
and modified
by GD
1461/2003
N/A If the beneficiary does not pay the value of
the invoices within 30 calendar days from
the due date, the beneficiary owes the
supplier penalties of 0.04% for each day of
delay, starting with the 31st day from the
due date and until full payment of the
invoice. The value of the penalties may not
exceed the value of the amount paid.
The payment of the issued
invoices is made, by legal
instruments, within 30 days
from their registration to the
beneficiary.
C49/7 Sept 2007; AD
139/1 Sept 2020 -
TS
If the beneficiary does not pay the value of
the invoices within the stipulated terms, he
owes the supplier penalties in the amount
equal to the one provided for failing to pay
the obligations to the State Budget for each
day of delay, starting with the due date and
until full receipt of the invoice. The
The
payment
of
the
equivalent
value
of
the
invoice will be made through
the legal modalities, within
the deadline of 30 calendar
days from the receipt at the
payer's headquarters. In case
amount of the penalties may not exceed the of payment of the invoice by
value of the amount on which they were bank instruments, the date of
calculated. payment will be considered
the date of registration of the
amount at the bank where the
payment was made. In case
of payment by clearing, the
payment
date
will
be
considered
the
date
of
completion of the clearing
documents.
If the payer does not pay the invoice within
30 days from the due date, he owes the Payment of the invoice will
provider penalties of 0.1% for each day of be made by legal
means
R84/31 Aug 2007;
AD 8/15 Jan 2020 -
MN
delay, starting with the first day after the within the deadline of 30
due date and until full payment, including calendar days from the date
the day of payment. The amount of the of registration of the invoice
penalties will not exceed the value of the at the payer's premises.
invoice.

Total executed amount during 14 September – 10 November 2021, based on contract without fix value: RON 184,835.36 th. Due and not due mutual debts of EFSA to DEER at 09.11.2021: RON 170,677.18 th. Due and not due mutual debts of DEER to EFSA at 09.11.2021: RON 1,689.06 th.

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