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Soecietatea Energetica Electrica S.A.

M&A Activity Jan 10, 2024

2280_rns_2024-01-10_0a2ef852-4985-45c8-993f-4be008710588.pdf

M&A Activity

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To: Romanian Financial Supervisory Authority (FSA)

Bucharest Stock Exchange (BSE)

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 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 10 January 2024

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 (BSE) 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/execution, in the period 19 December 2023 - 9 January 2024, of some transactions between DEER and EFSA, Electrica's subsidiaries, whose cumulated value exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 September 2023, respectively exceeds the value of RON 198,760,627.

Details regarding these transactions, 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 the Annex below. We mention that the invoices for the period 1 January - 9 January 2024 were issued on31 December 2023, for technical reasons.

CFO Stefan Frangulea

No Transaction/ Agreement Type
and Date
Scope of the transactions Total
amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Seller/Service provider: DEER-TN
Buyer/Beneficiary: EFSA
1 19840/9Jun2021 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
68,470.35 1-Jul-21 Indefinite 0.00 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
2 Convention 50277/22Feb2016,
AD 53229 A/20Oct2020 - Bistrita
1 Jan 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
3 Convention 30728/22Feb2016,
AD. 4/56021/7Oct2020 – Oradea
1 Jan 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
4 Convention E12.2.59/ 8Mar2011-
Oradea – utilities breakdown
Oradea building -headquarters
Re-invoicing utilities expenses 32.26 1-Feb-11 31 Dec
2023
0.00 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 of the outstanding debt.
Payment is made within 10 calendar days
from the date of registration of the
invoice to the tenant
5 Convention 60380/22 Feb 2016,
AD SM 63761A/ 16 Dec 2020 -
Satu Mare
1 Jan 2016
6 Convention 1193/9 Jan 2017,
AD3/21 Sept 2019 - Baia Mare
1-Jan-17 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
7 Convention 17/ 28 Feb 2019 -
Cluj
1-Mar-19
8 Convention 70022/05.01.2017,
AD 71117A/1267/18.07.2018 -
Zalau
1 Jan 2017

Annex: Details regarding the transactions concluded by DEER with EFSA in the period 19 December 2023 - 9 January 2024 of the kind listed in Art. 108 of Law No. 24/2017

No Transaction/ Agreement Type
and Date
Scope of the transactions Total
amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Seller/Service provider: DEER-TS
Buyer/Beneficiary: EFSA
9 C-19840/ 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
55,719.22 1-Jul-21 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
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
10 9Jun2021 Providing electricity distribution
service by the DO for users, end
customers of the supplier, whose
installations are connected to the
electricity network of the DO -
other services as DO
182.60 1-Jul-21 Indefinite 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 issuing/sending the
invoice.
11 C-1345/I/7000/23Jan2019 and AD
87 / 31Jul2023
Re-invoicing space rents 17.27 1 Jan 2019 31-Dec-23 N/A In case of non-fulfilment of the payment obligations on the due date, the Tenant
is obliged to pay, as penalties, an amount equivalent to 0.02% of the amount not
paid on time, for each day of delay, starting from the next day of the due date
until the date of actual payment.
Payment is made within 10 working days
from the date of registration of the
invoice by the tenant.
12 C 22/15Feb2018
C 61/04Apr2018
C 1466/27Mar2018
AD1 for C 22/15Feb2018
AD2 for C 22/15Feb2018
AD3 for C 22/15Feb2018
AD4 for C 22/15Feb2018
AD5 for C 22/15Feb2018
AD6 for C 22/15Feb2018
AD7 for C 22/15Feb2018
Providing the representation
service as the Party Responsible
for Balancing
2,213.55 15-Feb-18 Indefinite N/A Art. 16.1 If, due to its exclusive fault, the Provider fails to fulfill its obligations
undertaken through 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
established tariff conf of Annex 2.
Art 16.2 If the Purchaser does not fulfill any payment obligation arising from the
Contract, he has the obligation to pay as penalties an amount equivalent to a
percentage of the unpaid payment. The percentage rate for each day of delay is
the interest due for non-payment of obligations for the state budget.
Art 16.3 The same penalties as those stipulated in art 16.2 will be charged for
any sums owed by the Purchaser based on the contract.
The invoice will be paid by the
provider/purchaser within 3 (three)
financial days from the date of its receipt
13 C3215/11Jul2023 IT & C user support services,
cyber security services,
telecommunications services, IT
& C infrastructure management
services
6.78 11-Jul-23 11-Jul-24 N/A See Note 4 Payment is made within 30 calendar days
from the date of registration of the
invoice at the registry of the beneficiary
Income from providing IT&C
0.96
11 Jul 2023
services
11-Jul-24 N/A The beneficiary will pay for the services
rendered within 30 calendar days from
the date of registration of the invoice at
the beneficiary's registry.
14 Transaction from 10 Nov 2023 Providing IT & C services by
DEER
1.72 10 Nov 2023 N/A EFSA will pay for the services rendered
within 30 calendar days from the closing
of the Transaction
No Transaction/ Agreement Type
and Date
Scope of the transactions Total
amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
15 request no. 7010231242989 Technical approval for
connection related to request no.
7010231242989 for the purpose
of electric vehicle charging
station located in BRASOV
0.07 20 Dec 2023
Seller/Service provider: DEER-MN
Buyer/Beneficiary: EFSA
16 C-19840/ 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
81,268.30 1-Jul-21 Indefinite N/A 0.02% (penalty interest as a percentage of the interest due for non-payment of
obligations to the state budget on time), calculated for each day of delay starting
with the first day after the due date until the day of payment (exclusively). There
Payment is made in 10 working days
from the date of receipt of the invoice.
17 9Jun2021 Providing electricity distribution
service by the DO for users, end
customers of the supplier, whose
installations are connected to the
electricity network of the DO -
other services as DO
0.27 1-Jul-21 Indefinite N/A is a 30 calendar day grace period. Payment is made within 30 days from the
date of issuing the invoice.
18 2630/ 1Mar2018 Reinvoicing common expenses
(security services)
0.65 1-Mar-18 Indefinite N/A 0.01% 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 (exclusively)
Payment is made within 30 calendar days
from the date of issuing the invoice
19 C37109/2022 Reinvoicing common expenses 0.34 1-Mar-19 31-Dec-23 N/A 0.02% 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 (exclusively)
Payment is made within 30 calendar days
from the date of issuing the invoice
No Transaction/ Agreement Type
and Date
Scope of the transactions Total
amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Seller/Service provider: EFSA
Buyer/Beneficiary: DEER
20 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the representation
service as Balancing
Responsible Party
24,678.47 1-Jan-18 31Dec2022 with
automatic extension
for periods of 12
months according to
AD 4/16Dec2019
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% of the monthly
tariff established.
Payment is made within 3 working days
from the date of receipt of the invoice
21 Convention 72/34/26Jan2017 -
Cluj
Convention 13/02Feb2017 -
Gherla
Convention 21/18Feb2010 -
Oradea
AD1/13Jul2018
AD2/01Mar2019
AD4/13Feb2019 la
Rental contract 885/31Dec2015
AD3/31Aug2022
Reinvoicing common expenses 1.30 1-Jan-17 31-Dec-23 N/A For delays in the payment of the invoice greater than 30 days from the due date,
the lessor has the right to charge, and the lessee has the obligation to pay, late
penalties in the amount of 0.03% applied to the amount due, for each day delay
calendar, starting with the first day after the due date. The amount of the
penalties cannot exceed the amount of the outstanding debt.
Payment is made within 10 days from the
date of registration of the invoice to the
Tenant
22 Contract 876/31Dec2015, AD
3/18 Jan 2019
Reinvoicing utilities acc. Annex 2
Bv
Reinvoicing common expenses 23.94 1-Jan-16 31-Dec-23 N/A In case of non-fulfillment of the payment 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
The payment of the invoice will be made
by bank transfer within 10 working days
from the date of registration of the
invoice by the tenant
No Transaction/ Agreement Type
and Date
Scope of the transactions Total
amount
(RON th)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
23 Contract 822 / 04 Oct 2021 Re-invoicing - energy quota for
pensioners; Electricity
countervalue granted to
individuals benefiting from the
provisions of HG.1041/2003 and
HG.1461/2003
0.55 1-Aug-07 See Note 2 N/A Art. 4.1.5. If the payer does not pay the counter value of the invoices within 30
days from the established due date, he owes the provider penalties equal to the
level of interest charged for the late payment of debts to the state budget for each
day of delay after the due date and until payment in full, including the day of
payment. The amount of the penalties cannot exceed the amount paid.
Art 5.1.2. If the provider does not fulfill its assumed obligation to send the
invoice to the payer within 3 days, the payer has the right to calculate damages -
interests equal to the amount equivalent to the share of 0.1% of the contract
value (of the settlement invoice ) related to the month in which non-fulfilment
was found, for each day of delay, until the actual fulfillment of the obligation,
but not more than this value.
The payment of the issued invoices will
be made, through legal instruments,
within 30 days from their registration by
the beneficiary.
24 AD 11 / 30Jun2023 at Electricity
suply contract 189 / 27.03.2017
Extension of the electricity
supply contract on the
competitive active energy
market, with a fixed value
763.96 1-Jun-17 31-Dec-23 See Note 1 Non-payment by the beneficiary of the invoice within 30 calendar days of the
counter value of the invoices from the due date (set at 10 banking days from the
date of issue), the beneficiary owes the supplier penalties equal to the interest due
for non-payment on the ground of budgetary obligations for each day of delay ,
starting with the 16th day from the due date and until the full payment of the
invoice.
The value of the penalties cannot exceed the value of the invoice.
The payment of the issued invoices will
be made through legal instruments.
The due date is 10 banking days from the
date of the invoice.
Grace period 30 calendar days from the
due date

207,911.59 25,468.22 233,379.81

Total executed during reporting period 19 December 2023 - 9 January 2024: RON 233,382.54 th Due and not due mutual debts of EFSA to DEER at 8 January 2024: RON 992,822.64 th Due and not due mutual debts of DEER to EFSA at 8 January 2024: RON 3,951.83 th

Note 1 Note 2 Note 3 Note 4 Art.15.2 - Failure by the beneficiary to pay the invoices issued by the service provider within the established term, of the obligations provided for in art.15.l., shall entail the obligation of the service provider to pay penalties in the amount and under the conditions established in art.19 of the contract. Art 19.1 - If the service provider, through its own fault, fails to fulfil its obligations under the contract, then the beneficiary is entitled to claim, as penalties, an amount equivalent to a percentage rate of 0.03% for each day of delay, applicable to the value of the services not provided. Art 19.2 - If the beneficiary does not honour the invoices issued by the supplier within the time limits provided for in clause 15.l, then the provider is entitled to claim penalties of 0.03% per day of delay, calculated on the value of the amount not paid. The supplier can condition the resumption of the electricity supply on the establishment of guarantees, if the customer does not pay the invoice and the due penalties in full within 15 days from the date of interruption of the electricity supply. According to the address from DEER 172727/ 12 Jul 2022, Contract 822/ 4 Oct 2021 was terminated citing a Decision of the High Court of Cassation and Justice 3807/2022. Consumption will continue to be billed until 30 June 2022. A guarantee is established in the event that the buyer registers 5 days late payment, for 3 consecutive months. The value of the guarantee will represent the equivalent of 60 contractual days to which excise duties and VAT are added.

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