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Soecietatea Energetica Electrica S.A.

M&A Activity Aug 25, 2022

2280_rns_2022-08-25_1d6aa7d2-607c-477c-a632-974a05875e9c.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, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code

Report date: 25 August 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 (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, on 24 August 2022, of one transaction between DEER and EFSA, Electrica's subsidiaries, that have a value that, cumulated with the rest of the transactions concluded/executed in the period 13 July – 24 August 2022 exceeds 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 transaction concluded in the period 13 July – 24 August 2022, which cumulatively meet the requirement provided in art. 108 of Law no. 24/2017, respectively leed to exceeding the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements for 2021, are presented in the Annex of this report. This Annex contais 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.

Chief Executive Officer Alexandru-Aurelian Chirita

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
42,278.20 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 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
52.99 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 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

Annex: Details regarding the transactions concluded by DEER with EFSA in the period 13 July - 24 August 2022 of the kind listed in Art. 108 of Law No. 24/2017

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
4 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
5 Convention
E12.2.59/8Mar 011-
Oradea – utilities
breakdown Oradea
building -
headquarters
Re-invoicing utilities
expenses
30.43 1-Feb-21 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
6 Convention
60380/22 Feb 2016,
AD SM 63761A/ 16
Dec 2020 - Satu
Mare
1 Jan 2016
7 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
8 Convention 17/ 28
Feb 2019 - Cluj
1-Mar-19 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
9 Convention
70022/05.01.2017,
AD
71117A/1267/18.07.
2018 - Zalau
1 Jan 2017
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
10 C-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
40,505.27 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 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 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
11 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
37.69 1-Jul-21 Indefinite Payment is made within 10
working days from the date
of issuing/sending the
invoice.
12 C
1345/I/7000/23Jan2
019 and AD7 /
1May2022
Reinvoicing space
rents
43.82 1-Jan-19 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, starting with the
next day of the due date until the date actual payments
Payment is made within 10
working days from the date
of registration of the invoice
by the tenant
13 C 22/15Feb2018
C 61/4Apr2018
C 1466/27Mar2018
AD1 la
C22/15Feb2018
AD2 la
C22/15Feb2018
AD3 la
C22/15Feb2018
AD4 la
C22/15Feb2018
AD5 la
C22/15Feb2018
AD6 la
C22/15Feb2018
AD7 la
C22/15Feb2018
Providing the
representation
service as Balancing
Responsible Party
19,557.91 15-Feb-18 Indefinite N/A Art. 16.1 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.
Art 16.2 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.
Art 16.3 The same penalties will be charged for any
amounts due by the Purchaser based on the contract.
Art. 13.3 The invoice will be
paid by the provider /
purchaser within 3 financial
days from the date of its
receipt
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-MN
Buyer/Beneficiary: EFSA
14 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
98,031.72 1-Jul-21 Indefinite N/A 0.02% (penal interest corresponding to 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 is a 30 calendar day grace period
Payment is made in 10
working days from the date
of receipt of the invoice
15 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
58.33 1-Jul-21 Payment is made within 30
days from the date of issuing
the invoice.
16 2630/1Mar2018 Re-invoicing
common expenses
(security services)
0.11 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 (exclusive). The value of
the penalties may not exceed the amount due
Payment is made within 30
calendar days from the date
of registration of the invoice
by the beneficiary
17 10335/1Aug2007 Income from re
invoicing common
expenses
16.63 1-Aug-07 Indefinite N/A For delays in paying the invoices, the beneficiary will
pay penalities of 0.01%/day of delay, starting with the
first day after the due date until the day of payment
(exclusive)
Payment is made within 30
days from the date of
registration of the invoice by
the beneficiary
18 C37109/28Feb2022 Re-invoicing
common expenses
1.27 1-Mar-19 31-Dec-23 N/A For delays in paying the invoices, the beneficiary will
pay penalities of 0.02%/day of delay, starting with the
first day after the due date until the day of payment
(exclusive)
Payment is made within 30
days from the date of
registration of the invoice by
the beneficiary
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-TN
1 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the
representation
service as Balancing
Responsible Party
13,733.23 1-Jan-18 31Dec2022 with
automatic
extension for
periods of 12
months
according to AD
4/
16Dec2019
0 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
2 Convention
72/26Jan2017, AA
2/1Mar2019
reffering to Rental
services contract
885/31Dec2015
Re-invoicing
common expenses
4.20 1-Jan-17 31-Dec-23 0 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
3 Convention
13/2Feb2017 ref. to
rental services
contract
885/31Dec2015
0.52 1-Jan-17 31-Dec-23 0 N/A with the tenant
4 Convention 21/
18Feb2010
Re-invoicing utilities
expenses
0.08 19-Jan-10 Indefinite 0 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 Oradea.
Seller/Service provider: EFSA
Buyer/Beneficiary: DEER-TS
5 876/31Dec2015, AD
3/18 an2019
Re-invoicing utilities
expenses cf Annex 2
Re-invoicing utilities
expenses
12.32 1-Jan-16 31-Dec-23 0 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 during reporting period 13 July 2022 - 24 August 2022: RON 214,364.74 th. Due and not due mutual debts of EFSA to DEER at 23 August 2022: RON 313,148.44 th Due and not due mutual debts of DEER to EFSA at 23 August 2022: RON 10,118.84 th

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