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Soecietatea Energetica Electrica S.A.

M&A Activity Nov 10, 2022

2280_rns_2022-11-10_be65e6f1-e343-411a-86ff-0b576dfc7406.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, and the Bucharest Stock Exchange Code

Report date: 10 November 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 9 November 2022, of some transactions between DEER and EFSA, Electrica's subsidiaries, that have a value that, cumulated with the rest of the transactions concluded/executed in the period 29 September – 9 November 2022 exceed the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 June 2022, respectively exceeds the value of RON 199,059,726.

Details regarding the transaction concluded in the period 29 September – 9 November 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 at 30 June 2022, 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.

CEO 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 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
84,846.92 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 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 -
other services as DO
264.02 1-Jul-21 Indefinite 0.00 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

Annex: Details regarding the transactions concluded by DEER with EFSA in the period 29 September - 9 November 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
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
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
27.03 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 for each calendar day of
8 Convention 17/ 28 Feb 2019 -
Cluj
1-Mar-19 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
10 TN17334/2022-10-06 Value of connection
contract
0.11
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/ 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
84,036.01 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
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 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
165.76 1-Jul-21 Indefinite 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.
Payment is made within 10 working days
from the date of issuing/sending the
invoice.
12 C-1345/I/7000/23Jan2019 and
AD7 / 1May2022
Reinvoicing space rents 38.17 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
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
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
21,096.43 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 from 10Mar2022,
AD1/14Apr2022
Delivery of IT and
Communication Services
by DEER
16,768.83
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 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
97,214.29 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
Payment is made in 10 working days
from the date of receipt of the invoice.
15 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
172.93 1-Jul-21 Indefinite N/A after the due date until the day of payment (exclusively).
There is a 30 calendar day grace period.
Payment is made within 30 days from the
date of issuing the invoice.
16 2630/ 1Mar2018 Reinvoicing common
expenses (security
services)
0.04 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
17 10335/ 1Aug2007 Revenues from the re
invoicing of common
expenses
6.77 1-Aug-07 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
18 C37109/2022 Reinvoicing common
expenses
2.64 1-Mar-19 Indefinite 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
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
19 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the
representation service as
Balancing Responsible
Party
10.39 1-Mar-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
20 Convention 72/34/26Jan2017 -
Cluj
Convention 13/02Feb2017 -
Gherla
Convention 21/18Feb2010 -
Oradea
AD1/13Jul2018
AA2/01Mar2019
AA4/13Feb2019 la
Rental contract 885/31Dec2015
Reinvoicing - energy
quota for pensioners;
Consideration for
electricity granted to
natural persons
beneficiaries of the
provisions of GD
1041/2003 and GD
1461/2003
2.05 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
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
22 AD 6 / 21Dec2021 at Electricity
suply contract 189 / 27.03.2017
Extension of the
electricity supply
contract on the
competitive active
energy market, with a
fixed value, between
1Jan - 31Dec 2022
-4,995.08 1-Jun-17 31-Dec-22 N/A 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
Reinvoicing Re-invoicing electric
connection at Jibou
3.36 0
Ctr 876/ 31Dec2015, AD 3/
18Jan2019
21
Utility re-invoicing according to
the Annex 2 Bv
Utility re-invoicing 12.35 1-Mar-16 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)
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, up to and including on the
actual payment date
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 AD1/ 1Jun2022 at
Natural gas supply contract
15292085-GN/ 28Feb2022
Extension of the natural
gas supply contract on
the competitive active
energy market, with a
fixed value, between
1Mar2022 - 1Jan2023
194.52 1-Mar-22 1-Jan-23 See Note The party that does not perform its obligations under the
contract by the due date is automatically in arrears without the
need for notification. It also owes penalties equal to the
interest due for non-payment of budget obligations on the
ground 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.
Advance invoices are issued in the first 10
days of the payment month, 100% of the
amount to be delivered in the month.
Regularization invoices are issued in the
first 15 days after receiving the reading of
the natural gas delivery indices. If the
indexes are not read, invoices containing
estimated quantities are issued.
The contract price includes c/v natural gas
and regulated tariffs (transport calculation
tariff, regulated distribution tariff,
regulated storage tariff).
The contract price does not include excise
duty and VAT.
Their invoicing is governed by specific
regulations in force

Total executed during reporting period 29September -9 November 2022: RON 278,771.09 th. Due and not due mutual debts of EFSA to DEER at 8 November 2022: RON 283,765.09 th Due and not due mutual debts of DEER to EFSA at 27 September 2022: RON 4,216.09 th

Note 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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