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Soecietatea Energetica Electrica S.A.

M&A Activity Jan 26, 2022

2280_rns_2022-01-26_8382791d-4101-40f1-a0d2-9c64ad10127a.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: 26 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 Electrica Furnizare SA (EFSA), subsidiary of Societatea Energetica Electrica SA (Electrica), with Transelectrica S.A. (TEL)

Electrica informs its shareholders and investors about the conclusion, on 25 January 2022, of several transactions between EFSA, Electrica's subsidiary, and TEL, whose value, cumulated with the rest of the transactions concluded/executed in the period 15 December 2021 – 25 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 25 January 2022 by EFSA with TEL, together with the rest of the transactions already concluded in the period 15 December 2021 – 25 January 2022, which, individually or cumulatively, did not meet the requirement provided in art. 108 of Law no. 24/2017, 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.

Chief Executive Officer Georgeta Corina Popescu

Agreement Type and
No., execution date
Scope of the agreement Amount of
transactions
(RON th.)
Date of
entry into
force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates
and payment
methods
Buyer: EFSA
Provider: TEL
Convention No. 416 /
20 Dec 2013
Add. 1/ 28 Dec 2018
Electricity transport and
system services
48,049.87 1 January
2014
31 December
2023
27,506 In case of non-fulfillment within 5 calendar
days from the due date of the obligations,
the beneficiary pays in addition to the
amount due, a penalty interest on this
amount, corresponding as a percentage of
interest due for non-payment of obligations
to the state budget, for each day delay,
starting with the day following the date of
the deadline until the day of payment
(exclusive). The total value of the penalties
may not exceed the value of the amount due
Payment is made within
a maximum of 10 days
from receipt of
the
invoice
Convention No. 275 /
19 Oct 2020
Sale and purchase of
electricity between the
parties, as a result of
production / consumption
imbalances of PRE that
were offset by
Transelectrica
on the
balancing market in
accordance with the
provisions of the
regulations in force
97,402.92 1
September
2020
Undetermined
until its
termination by
any of the
parties
10,583 In case of non-payment of invoices on time,
PRE pays a penalty equal to an additional
amount compared to the amount due to be
paid and includes interest accrued for any
amounts due and unpaid, calculated as a
percentage of the delay penalty charged for
non-payment of obligations to the state
budget, starting with the day following the
deadline on which the payments should
have been made and ending with the day
preceding the day on which the outstanding
amounts were actually paid
Payment is made within
a maximum of 5
working days from date
of issuing
the invoice
Contract 35 / 12 Feb
2021
Contribution to high
efficiency cogeneration
19,851.35 12
February
2021
18 months
from the date
of termination
of state aid
established by
Government
Decision no.
1215/2009
N/A In case of non-payment of due invoices, the
guilty party has the obligation to pay
penalty interest charged for late payment,
equal to the level of delay interest charged
for non-payment of obligations to the state
budget, for each day of delay after the due
date, until on the day of payment
(exclusively). The total value of the penalty
interest may not exceed the value of the
amount due.
The contributor pays the
invoices sent by the
administrator
of
the
support scheme within 7
days from their receipt,
but not later than the
20th day of each month
following the month of
the consumption.

Annex 1: Details regarding the transactions concluded between 15 December 2021 – 25 January 2022 by EFSA with TEL of the kind listed in Art. 108 of Law No. 24/2017

Buyer: TEL
Convention No. 275 /
19 Oct 2020
Sale and purchase of
electricity between the
parties, as a result of
production / consumption
imbalances of PRE that
were offset by
Transelectrica on the
balancing market in
accordance with the
provisions of the
regulations in force
39,471.03 1
September
2020
Provider: EFSA
Undetermined
until its
termination by
any of the
parties
N/A In case of non-payment of invoices on time,
Transelectrica
pays a penalty equal to an
additional amount compared to the amount
due to be paid and includes interest accrued
for any amounts due and unpaid, calculated
as a percentage of the delay penalty charged
for non-payment of obligations to the state
budget, starting with the day following the
deadline on which the payments should
have been made and ending with the day
preceding the day on which the outstanding
Payment is made within
a
maximum
of
5
working days from the
date
of
issuing
the
invoice
Contract no. 321 / 20
Jul 2004 -
TN
Add.
no. 15 / 30 Jul
2020
20 July
2004
amounts were actually paid
If the beneficiary does not pay the value of
the invoices within 30 days from the due
date, he owes penalties in the amount of
0.05% for each day of delay, starting with
the 31st day and until full payment of the
invoice.The amount of the penalties cannot
exceed the value of the invoice.
Payment is made until
the 25th of the month
following the reference
month.
Contract no. 575 / 06
Nov 2017 –
MN
Add. no. 2/ 18 Apr
2019
Re-invoicing pensioners 2.88 7
November
2017
During GD
1041/2003 and
GD 1461/2003
N/A If the payer does not pay the value of the
invoices within 30 days from the due date,
he owes penalties equal to the level of
interest charged for late payment of debts to
the state budget, for each day of delay,
starting with the first day
after maturity and
payment in full, including the day of
payment. The amount of the penalties
cannot exceed the value of the invoice.
Payment is made within
30 calendar days from
the date of issuance of
the invoice.
Convention
254
/ 24
Apr
2021
Re-invoicing utilities 7.01 1 March
2021
28 February
2022
N/A If the invoices are not honored within the
stipulated term, the supplier is entitled to
claim penalties of 0.02% for each day of
delay, calculated at the amount of the
unpaid amount. The value of the calculated
penalties may not exceed the amount of the
unpaid amount
The payment term is 15
days from the date of
registration
of
the
documents re-invoiced
by CN de Transport a
Energiei
Electrica
Transelectrica SA.

Total executed amount during 15 December 2021 – 25 January 2022: RON 204,785.06 th. Due and not due mutual receivables of EFSA to TEL at 24.01.2022: RON 97,28 th. Due and not due mutual debts of EFSA to TEL at 24.01.2022: RON 868,20 th.

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