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Soecietatea Energetica Electrica S.A.

M&A Activity Apr 12, 2024

2280_rns_2024-04-12_5e7e87cf-5c3c-405b-9136-1d156b3e0cab.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: 12 April 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 6 March – 11 April 2024 ofsome 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 31 December 2023, respectively exceeds the value of RON 199,024,904.

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.

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
Buyer/Beneficiary: EFSA
1 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
19840/9Jun2021
Providing electricity distribution
for users, end customers of the
supplier, whose installations are
of the distribution operator - other
services as DO
357,645.81 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 service by the distribution operator
connected to the electricity network
-0.38 In case the supplier does not pay the invoices related to the RED intervention
services within 30 days from the due date, the DO will claim late penalties of
0.01% for each day of delay, calculated on the unpaid amount, starting with the
first day after the due date, until the day of payment (exclusively). The value of
the penalties cannot exceed the amount owed
Payment is made within 30 calendar
days from the date of issuing the
invoice
3 C352/1.01.2024 Space Rents 17.24 1 Jan 2024 see Note 5 N/A see Note 1 see Note 2
3 Re-invoicing utilities expenses 0.06 1 Jan 2024
5 C3215/11.07.2023 Re-invoicing IT and Communication
Services
576.98 11 Jul 2023 11 Jul 2024 N/A see Note 6 Payment is made within 10 calendar
days from the date of registration of
the invoice to the lessee
6 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
-8,072.91 15 Feb 2018 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.

Annex: Details regarding the transactions concluded by DEER with EFSA in the period 6 March - 11 April 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: EFSA
Buyer/Beneficiary: DEER
7 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the representation service
as Balancing Responsible Party
-3,982.00 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
8 Natural Gas supply contract no.
15292085-GN/28 Feb 2022
AD5/18Dec2023
Extension of the natural gas supply
contract on the competitive active
energy market, until 31 Dec 2023
103.45 1 Mar 2022 1-Jul-24 see Note 3 Art 7.4. The party that does not fulfill its obligations under the contract by the due
date is legally in default without the need for notification. It also owes penalties
equal to the interest due for non-payment on the ground of the budget 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.
see Note 4

Total executed during reporting period 6 March - 11 April 2024: RON 346,288.25 th Due and not due mutual debts of EFSA to DEER at 10 April 2024: RON 1,455,759.76 th Due and not due mutual debts of DEER to EFSA at 10 April 2024: RON 1,472.74 th

Note 1 Art.18 In case of non-fulfillment of payment obligations when due, the lessee 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
next day of the due date, up to and including the actual payment date.
Art.19 For late fulfillment or non-fulfillment of the obligations assumed by this contract, the responsible party owes the injured party damages, within the limit of the damage caused, for the total or partial non
fulfillment of the obligations assumed by the contract
Note 2 Art.14 Locatarul se obliga sa plateasca contravaloarea facturii, prin virament, in termen de 10 zile lucratoare de la data inregistrarii facturii la locatar.
Art.15 Pe langa plata chiriei,locatarul se obliga sa plateasca la termenul legal de scadenta prevazut la art.12, facturile ce reprezinta consumul propriu de utilitati.
Note 3 Art 3. A guarantee is established in the situation where 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.
Note 4 Art 7.2. The payment of the issued invoices will be made through legal instruments.
The due date is 30 banking days from the date of issuing the invoice.
Art 7.3. The invoice is considered paid on the date of crediting the EFSA supplier's bank account.
Note 5 Art.9 For the spaces represented in Annex 2, the rental period is 4 years, and for the spaces represented in Annex 3, the rental period is 6 months.
Note 6 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.

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