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Soecietatea Energetica Electrica S.A.

M&A Activity Jan 14, 2022

2280_rns_2022-01-14_549e58ce-4061-4c73-882e-d4642ea8251e.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: 13 January 2022

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 12 January 2022 , 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 11 November 2021 – 11 January 2022 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 12 January 2022, 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 11 November 2021 – 11 January 2022, 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 12 January 2022 of the kind listed in Art. 108 of Law No. 24/2017 Services provider: DEER 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
C-19840/9 Jun
2021
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
35,071.59 7190010642/
12.01.2022
7190010643/
12.01.2022
7190010644/
12.01.2022
1 July
2021
indefinite N/A In case of non-fulfillment of
payment obligations within 30
days from the due date of the
invoice, the supplier will pay,
in addition to the amount due,
a penalty interest to this
amount corresponding as a
percentage of interest due for
non-payment of 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 in the
first
10
working days of
the month for the previous
month and is sent at the
latest on the working day
following the issuance of
the invoice, by e-mail.
Payment is made within 10
working days from the
date
of
issuance
/
transmission
of
the
invoice.
Transactions total amount (RON th.): 35,071.59

Due and not due mutual debts of EFSA to DEER at 11.01.2022: RON 192,808.75 th. Due and not due mutual debts of DEER to EFSA at 11.01.2022: RON 3,107.49 th.

Annex 2:

Details regarding the transactions concluded by DEER and EFSA in the period 11 November 2021 – 11 January 2022 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
C-19840/9 Jun 2021 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
82,423.61 1 July
2021
In case of non-fulfillment of payment
obligations within 30 days from the due
date of the invoice, the
supplier will pay,
in addition to the amount due, a penalty
interest to this amount corresponding as
a percentage of interest due for non
The invoice is issued in the
first 10 working days of the
month for the previous month
and is sent at the latest on the
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
209.81 indefinite N/A payment of 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.
working day following the
issuance of the invoice, by e
mail. Payment is made within
10 working days from the
date
of
issuance
/
transmission of the invoice.
Convention 50277/22
Feb 2016; AD 53229
A/20 Oct 2020 –
Bistrita
Re-invoicing utilities expenses 15.08 1 January
2016
31 December
2023
N/A 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
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. The value of
the penalties may not exceed the value
the tenant
of the outstanding debt.
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 30728/22
Feb 2016, AD.
4/56021/7 Oct 2020 –
Oradea
11.64 1 January
2016
Convention
E12.2.59/8 Mar 2011

Oradea –
utilities
breakdown Oradea
building -
headquarters
10.33 1 February
2011
Payment is made within 10
calendar days from the date of
registration of the invoice to
Convention 60380/22
Feb 2016, AD SM
63761A/ 16 Dec 2020
-
Satu Mare
37.50 1 January
2016
Convention 1193/9
Jan 2017, AD3/21
Sept 2019 -
Baia
Mare
13.84
31.64
1 January
2017
Convention 17/ 28
Feb 2019 -
Cluj
1 March
2019
Convention 70022/5
Jan 2017, AD
71117A/1267/18 Jul
2018 –
Zalau
3.48 1 January
2017
Services provider:
DEER-TS
Beneficiary: EFSA
C-19840/9 Jun 2021 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
36,156.67 1 July
2021
indefinite N/A In case of non-fulfillment of payment
obligations within 30 days from the due
date of the invoice, the supplier will pay,
in addition to the amount due, a penalty
interest to this amount corresponding as
a percentage of interest due for non
The invoice is issued in the first
working days of the month for
the previous month and is sent
at the latest on the working day
following the issuance of the
invoice, by e-mail. Payment is
made within 10 working days
from the date of issuance /
transmission of the invoice.
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
221.29 payment of 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.
C-1345/I/7000/23 Jan
2019; AD2/18 Dec
2020
Re-invoicing buildings rental
services
105.48 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 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
9,326.41 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
Services provider:
Beneficiary:
DEER-MN
EFSA
C-19840/9 Jun 2021 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
39,272.35 1 July
2021
indefinite N/A In case of non-fulfillment of payment
obligations within 30 days from the due
date of the invoice, the supplier will pay,
in addition to the amount due, a penalty
interest to this amount corresponding as
a percentage of interest due for non
payment of 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 in the
10
first working days of the month
for the previous month and is
sent at the latest on the working
day following the issuance of
the invoice, by e-mail. Payment
is made within 10 working
days from the date of issuance /
transmission of the invoice.
2630/01 Mar 2018 Re-invoicing common
expenses
5.63 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
2.86 1
February
indefinite N/A N/A N/A
26497/10 Mar 2020 2020
10335/01 Aug 2007 Re-invoicing common
expenses
32.15 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
10,106.16 1 January
2018
31 December
2022
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
1.96 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
0.10 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
0.04 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 3.34 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
125.92 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
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
with the due date and until full receipt of headquarters.
In
case
of
the invoice. The amount of the penalties payment of the invoice by bank
may not exceed the value of the amount instruments,
the
date
of
on which they were 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
R84/31 Aug 2007;
AD 8/15 Jan 2020 -
MN
within 30 days from the due date, he Payment of the invoice will be
owes the provider penalties of 0.1% for made by legal
means within the
each day of delay, starting with the first deadline of 30 calendar days
day after the due date and until full from the date of registration of
payment, including the day of payment. the invoice at the payer's
The amount of the penalties will not premises.
exceed the value of the invoice.

Total executed amount during 11 November 2021 – 11 January 2022: RON 178,117.29 th. Due and not due mutual debts of EFSA to DEER at 11.01.2022: RON 192,808.75 th. Due and not due mutual debts of DEER to EFSA at 11.01.2022: RON 3,107.49 th.

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