M&A Activity • Jul 19, 2022
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: 19 July 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 Societatea Nationala Nuclearelectrica S.A. (SNN)
Electrica informs its shareholders and investors about the conclusion, on 18 iulie 2022, of several transactions between EFSA, Electrica's subsidiary, and SNN, which have a value that, cumulated with the rest of the transactions concluded/executed in the period 27 October 2021 – 18 July2022 exceed 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 transactions concluded on 18 July 2022, together with the rest of the transactions already concluded in the period 27 October 2021 – 18 July 2022, 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.
Chief Executive Officer Alexandru-Aurelian Chirita
| Transaction/Agreement | Execution | Scope of the | Total amount | Date of entry | Expiry date | Guarantees (RON th.) | |
|---|---|---|---|---|---|---|---|
| No. | Type | Date | transactions | (RON th) | into force | ||
| RON 40,000 th - EFSA - between 04 Feb2020 and | |||||||
| 15 Feb 2022 | |||||||
| RON 36675,749 th EFSA until 15 Feb 2022 | |||||||
| ID 41227 transaction | |||||||
| contract EFET nr. | RON 10,000.640 th - PCG from ELSA, until 31 Jan | ||||||
| 9 | 1561/19.12.2018 | 21-Jan-21 | 3,595.20 | 1-Feb-22 | 28-Feb-22 | 2023 | |
| RON 36,675,75 th - EFSA - between 04 Feb2020 | |||||||
| and 31 Jan 2023 | |||||||
| RON 34,000 th - EFSA - until 30 Apr 2022 | |||||||
| ID 41457 transaction | |||||||
| contract EFET nr. | RON 10,000.640 th - PCG from ELSA, until 31 Jan | ||||||
| 10 | 1561/19.12.2018 | 16-Mar-22 | 1,080.00 | 1-Apr-22 | 30-Apr-22 | 2023 | |
| ID 41458 transaction | |||||||
| contract EFET nr. | |||||||
| 11 | 1561/19.12.2018 | 16-Mar-22 | 1,080.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41459 transaction | |||||||
| contract EFET nr. | |||||||
| 12 | 1561/19.12.2018 | 16-Mar-22 | 1,080.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41460 transaction | |||||||
| contract EFET nr. | |||||||
| 13 | 1561/19.12.2018 | 16-Mar-22 | 1,080.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41461 transaction | |||||||
| contract EFET nr. | Sell and purchase of | ||||||
| 14 | 1561/19.12.2018 | 16-Mar-22 | 1,080.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41464 transaction | electricity | ||||||
| contract EFET nr. | |||||||
| 15 | 1561/19.12.2018 | 16-Mar-22 | 5,400.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41466 transaction | |||||||
| contract EFET nr. | |||||||
| 16 | 1561/19.12.2018 | 22-Mar-22 | 5,220.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41468 transaction | |||||||
| contract EFET nr. | |||||||
| 17 | 1561/19.12.2018 | 22-Mar-22 | 5,040.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 |
| No. | Transaction/Agreement Type |
Execution Date |
Scope of the transactions |
Total amount (RON th) |
Date of entry into force |
Expiry date | Guarantees (RON th.) |
|---|---|---|---|---|---|---|---|
| ID 41507 transaction | |||||||
| contract EFET nr. | |||||||
| 18 | 1561/19.12.2018 | 23-Mar-22 | 4,248.00 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41509 transaction | |||||||
| contract EFET nr. | |||||||
| 19 | 1561/19.12.2018 | 23-Mar-22 | 1,684.80 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41510 transaction | |||||||
| contract EFET nr. | |||||||
| 20 | 1561/19.12.2018 | 29-Mar-22 | 849.60 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41511 transaction | |||||||
| contract EFET nr. | |||||||
| 21 | 1561/19.12.2018 | 29-Mar-22 | 849.60 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41512 transaction | |||||||
| contract EFET nr. | |||||||
| 22 | 1561/19.12.2018 | 29-Mar-22 | 849.60 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41513 transaction | |||||||
| contract EFET nr. | |||||||
| 23 | 1561/19.12.2018 | 29-Mar-22 | 849.60 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41514 transaction | |||||||
| contract EFET nr. | |||||||
| 24 | 1561/19.12.2018 | 29-Mar-22 | 849.60 | 1-Apr-22 | 30-Apr-22 | same as no 10 | |
| ID 41516 transaction | |||||||
| contract EFET nr. | Sell and purchase of | ||||||
| 25 | 1561/19.12.2018 | 29-Mar-22 | electricity | 1,684.80 | 1-Apr-22 | 30-Apr-22 | same as no 10 |
| RON 36,675,75 th - EFSA - between 04 Feb2020 | |||||||
| and 31 Mar 2022 | |||||||
| RON 2395.86 th - EFSA - until 30 Dec 2022 | |||||||
| ID 41854 transaction | |||||||
| contract EFET nr. | RON 10,000.640 th - PCG from ELSA, until 31 Jan | ||||||
| 26 | 1561/19.12.2018 | 18-Jul-22 | 86,724.00 | 1-Jan-23 | 31-Dec-23 | 2023 | |
| ID 41861 transaction | |||||||
| contract EFET nr. | |||||||
| 27 | 1561/19.12.2018 | 18-Jul-22 | 86,943.00 | 1-Jan-23 | 31-Dec-23 | same as no 26 | |
| ID 41863 transaction | |||||||
| contract EFET nr. | |||||||
| 28 | 1561/19.12.2018 | 18-Jul-22 | 86,943.00 | 1-Jan-23 | 31-Dec-23 | same as no 26 |
| Transaction/Agreement | Execution | Scope of the | Total amount | Date of entry | Guarantees (RON th.) | ||
|---|---|---|---|---|---|---|---|
| No. | Type | Date | transactions | (RON th) | into force | Expiry date |
Penalties in the case of all the transactions above (1-28): In case of non-payment of the invoice on the due date, the Buyer will be obliged to pay delay penalties, in the amount of 0.03% of the amount due, for each day of delay, starting with the first day after the due date, until the due date, inclusively. The invoice issued for the penalties due will become due within 5 calendar days from the issuance.
Payment due dates and payment methods in the case of the transactions above(1-28): Starting with the last calendar day of the contractual delivery month, but not later than the tenth calendar day (10th) of the month following deliveries, the Seller will send to the Buyer an invoice detailing the total quantities of electricity delivered, according to the Schedule of delivery from the previous calendar month. Payment is made latest on the payment deadline written on the invoice, respectively not later than 20 calendar days from the date of receipt of the invoice, by fax or email, from the Seller.
| No. | Transaction/Agreement Type |
Execution Date |
Scope of the transactions |
Total amount (RON th) |
Date of entry into force |
Expiry date | Guarantees (RON th.) |
|---|---|---|---|---|---|---|---|
| Re-invoicing – pensioners energy |
Buyer: SNN seller: EFSA |
During the | |||||
| 29 | Contract 294 / 23.08.2004 Contract R507 / 01.08.2011 AA 9 / 22.07.2021 |
quota Equivalent value of electricity granted to individuals benefiting from the provisions of GD.1041/2003 and GD.1461/2003 |
68.80 | 01-iul.-21 | period GD 1041/2003 is in force, as it was completed and modified by GD 1461/2003 |
N/A |
Penalties in the case of transaction 29: If the payer does not pay the value of the invoice within 30 days from the due date, he owes the provider 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 until full payment, including the day of payment.
Payment due dates and payment methods in the case of transaction 29: The Provider issues the invoice to the Beneficiary until the 16th of the month following each month in which the electricity was invoiced to the pensioners, called the reference month.
The payment of the invoice value will be made by legal means, within the maturity of 30 calendar days from the date of issue.
Total executed during reporting period (27 october 2021- 18 July 2022): RON 350,851.52 th Due and not due mutual receivables of EFSA to SNN on 15 July 2022: RON 55.99 th Due and not due mutual debts of EFSA to SNN at 15 July 2022: 23,487.192 th
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