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Soecietatea Energetica Electrica S.A.

M&A Activity Feb 15, 2022

2280_rns_2022-02-15_964b838f-687f-469c-968e-32b90dcc1cc9.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: 15 February 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 11 February 2022, of one transaction between DEER and EFSA, Electrica's subsidiaries, that has a value that, cumulated with the rest of the transactions concluded/executed in the period 12 January – 11 February 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 transaction concluded on 11 February 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 January – 11 February 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.

f. Chief Executive Officer Stefan Frangulea

FRANGULEA STEFAN-ALEXANDRU

Digitally signed by FRANGULEA STEFAN-ALEXANDRU Date: 2022.02.15 18:09:50 +02'00' Annex 1: Details regarding the transaction concluded by DEER and EFSA on 11 February 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
31,862.25 7190002481/
11.02.2022
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.): 31,862.25

Due and not due mutual debts of EFSA to DEER at 10.02.2022: RON 145,733.33 th. Due and not due mutual debts of DEER to EFSA at 10.02.2022: RON 3,062.00 th.

Annex 2:

Details regarding the transactions concluded by DEER and EFSA in the period 12 January – 11 February 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
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
41,576.34 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 following the
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
171.04 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.
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 16.25 1 January
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
Convention 30728/22
Feb 2016, AD.
4/56021/7 Oct 2020 –
Oradea
1.01 1 January
2016
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
9.45
2011
1 February 31
December
2023
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
amount due for each day of delay,
starting with day following the due date
Payment is made within 10
and until the date of settlement of the
calendar days from the date of
amount due, exclusively. The value of
registration of the invoice to
the penalties may not exceed the value
the tenant
of the outstanding debt.
Convention 60380/22
Feb 2016, AD SM
63761A/ 16 Dec 2020
-
Satu Mare
4.22 1 January
2016
For delays in the payment of the invoice
Convention 1193/9
Jan 2017, AD3/21
Sept 2019 -
Baia
Mare
10.19 1 January
2017
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 17/ 28
Feb 2019 -
Cluj
11.59 1 March
2019
Convention 70022/5
Jan 2017, AD
71117A/1267/18 Jul
2018 –
Zalau
2.95 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
40,644.01 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
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
281.26 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.
C-1345/I/7000/23 Jan
2019; AD2/18 Dec
2020
Re-invoicing common
expenses
70.23 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
12,412.95 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: DEER-MN
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
Providing electricity
distribution service by the
distribution operator for users,
end customers of the supplier,
whose installations are
connected to the electricity
61,506.09
583.60
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
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.
network of the distribution
operator -
other services as
DO
value of the amount due.
2630/01 Mar 2018 Re-invoicing common
expenses
0.76 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
26497/10 Mar 2020
Re-invoicing common
expenses
1.37 1
February
2020
indefinite N/A N/A N/A
R4990/31 Oct 2012,
AD 18/30 Dec 2020
Re-invoicing IT services 3.29 1
November
2012
30 June
2021
N/A If the beneficiary does not pay the
invoices issued by the provider within
30 days from the due date, the Provider
is entitled to claim penalties of 0.04%
per day of delay, calculated at the
unpaid amount. The value of the
calculated penalties may not exceed the
amount due
Payment is made within 60
days
from
the
date
of
registration of the invoice by
Re the beneficiary
Services provider:
Beneficiary: DEER-TN
EFSA
22/15 Feb 2018; AD
4/16 Dec 2019; AD
5/31 Dec 2020
Providing the representation
service as Balancing
Responsible Party
40,997.26 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
0.90 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
0.03 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:
Beneficiary: DEER-TS
EFSA
876/31 Dec 2015, AD
3/18 Jan 2019
Re-invoicing utilities expenses 7.52 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 January – 11 February 2022: RON 198,312.35 th. Due and not due mutual debts of EFSA to DEER at 10.02.2022: RON 145,733.33 th. Due and not due mutual debts of DEER to EFSA at 10.02.2022: RON 3,062.00 th.

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