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Soecietatea Energetica Electrica S.A.

M&A Activity May 27, 2022

2280_rns_2022-05-27_4d05656c-6572-4cde-855f-e7548e00e11e.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: 27 May 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 23 May 2022, of one transaction between DEER and EFSA, Electrica's subsidiaries, that have a value that, cumulated with the rest of the transactions concluded/executed in the period 12 April – 23 May 2022 exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2021, respectively exceeds the value of RON 206,175,420.

Details regarding the transaction concluded on 23 May 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 12 April – 23 May 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 2021, are presented in Annex 2.

CEO Alexandru-Aurelian Chirita

Agreement
Type and No.,
execution date
Scope of transactions Amount
(RON th.)
Invoice Number
/ Date
Date of
entry into
force
Expiry
date
Guarantees
(RON th.)
Penalties Payment due dates
and payment methods
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
66,164.22 9872/23.05.2022 1 January
2018
31
Decembe
r 2022
with
automati
c
extension
for
periods
of 12
months
accordin
g 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
Transactions total amount (RON th.): 66,164.22

Annex 1: Details regarding the transaction concluded by DEER and EFSA on 23 May 2022 of the kind listed in Art. 108 of Law No. 24/2017

Due and not due mutual debts of EFSA to DEER at 20.05.2022: RON 364,942.73 th. Due and not due mutual debts of DEER to EFSA at 20.05.2022: RON 14,763.73 th.

Annex 2:

Details regarding the transactions concluded by DEER and EFSA in the period 12 April – 23 May 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
Beneficiary: EFSA
Transaction of 10 Mar
2022, AA1 / 14 Apr
2022
IT and Communications services 1,818.99 14 April 2022 10 May
2022
N/A N/A EFSA undertakes to pay
the amount of RON
1,818,991.93 within 15
days from the date of
closing this transaction
Services provider:
DEER-TN
Beneficiary: EFSA
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
38,346.86 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 working day
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 -
other
services as DO
14.62 1 July
2021
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.
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 30728/22
Feb 2016, AD.
4/56021/7 Oct 2020 –
Oradea
Re-invoicing utilities expenses 25.28 1 January
2016
31
December
2023
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 E12.2.59/8
Mar 2011 –
Oradea –
utilities breakdown
Oradea building -
headquarters
14.57 1 February
2011
N/A 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
Payment
amount due for each day of delay,
within
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 of the
outstanding debt.
For delays in the payment of the invoice
of more than 30 days from the due date,
is
made
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
5.38 1 January
2016
Convention 1193/9 Jan
2017, AD3/21 Sept 2019
-
Baia Mare
2.19 1 January
2017
the lessor has the right to charge, and the
lessee has the obligation to pay late
payment penalties of 0.03% applied to
Convention 17/ 28 Feb
2019 -
Cluj
23.70 1 March 2019 the amount due for each calendar day of
delay, starting with the first day after due
Convention 70022/5 Jan
2017, AD
71117A/1267/18 Jul
2018 –
Zalau
5.07 1 January
2017
date. The value of the penalties will not
exceed the value of the outstanding debt
Note
no. CJ11179/17.05.2022
no. 111801/ 17.05.2022
no. 111806/ 17.05.2022
no. 111810/ 17.05.2022
no. 114848/ 19.05.2022
no. 115298/ 19.05.2022
Network intervention for direct
client tax
4.99 N/A N/A N/A N/A Payment is made
within 10 working
days from the date of
issuing of the invoice
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
43,496.74 1 July
2021
indefinite 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
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
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
17.18 N/A budget), calculated for each day of delay
invoice,
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.
invoice.
the
issuance
of
the
by
e-mail.
Payment is made within
10 working days from
the date of issuance /
transmission
of
the
C-1345/I/7000/23 Jan
2019; AD2/18 Dec 2020
Re-invoicing buildings rental
services
87.90 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
75.07 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
92,366.34 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
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.
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
33.06 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.
Payment is made within
10 working days from
the date of issuance /
transmission
of
the
invoice.
0.001% of the amount not paid on time, Payment
is
made
2630/01 Mar 2018 Re-invoicing common expenses 0.39 1 March
2018
indefinite N/A 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
within
60
calendar
days from the date of
registration
of
the
invoice
by
the
beneficiary
C37109/ 28 Feb 2022 Re-invoicing common expenses 1.40 1 March
2022
indefinite N/A For delays in paying the invoices, the
beneficiary will pay penalities of
0.01%/day of delay, starting with the
first day after the due date until the day
of payment (exclusive)
Payment
is
made
within 60 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
28,974.80 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 0.99 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 0.04 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
0.02 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 31.55 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

Total executed amount during 12 April – 23 May 2022: RON 205,347.13 th. Due and not due mutual debts of EFSA to DEER at 20.05.2022: RON 364,942.73 th. Due and not due mutual debts of DEER to EFSA at 20.05.2022: RON 14,763.73 th.

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