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Soecietatea Energetica Electrica S.A.

M&A Activity May 11, 2023

2280_rns_2023-05-11_df473042-600b-4949-ab05-0b5963a7d154.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: 11 May 2023

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 10 March - 10 May 2023, of some 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 2022, respectively exceeds the value of RON 199,818,824.

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

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
95,177.95 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
678.29 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 10 March 2023 - 10 May 2023 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 1 Jan 2016
31 Dec
2023
1-Feb-21
1 Jan 2016
1-Jan-17
0.00 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
Payment is made within 10 calendar days
from the date of registration of the
invoice to the tenant
4 Convention 30728/22Feb2016,
AD. 4/56021/7Oct2020 –
Oradea
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/
8Mar2011-Oradea – utilities
breakdown Oradea building -
headquarters
Re-invoicing utilities expenses 133.82 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.
6 Convention 60380/22 Feb 2016,
AD SM 63761A/ 16 Dec 2020 -
Satu Mare
Cluj 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
7 Convention 1193/9 Jan 2017,
AD3/21 Sept 2019 - Baia Mare
8 Convention 17/ 28 Feb 2019 - 1-Mar-19 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
9 Convention 70022/05.01.2017,
AD 71117A/1267/18.07.2018 -
Zalau
1 Jan 2017 outstanding debt
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
80,365.62 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),
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
395.67 1-Jul-21 Indefinite 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 111.32 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 61/04Apr2018
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
2,556.35 15-Feb-18 Indefinite N/A Art. 16.1 If, due to its exclusive fault, the Provider fails to fulfill its
obligations assumed by 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
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
15 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
98,427.47 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 after the due date until the day of
Payment is made in 10 working days
from the date of receipt of the invoice.
16 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
637.26 1-Jul-21 Indefinite N/A payment (exclusively). There is a 30 calendar day grace period. Payment is made within 30 days from the
date of issuing the invoice.
17 2630/ 1Mar2018 Reinvoicing common expenses
(security services)
2.56 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
18 10335/ 1Aug2007 Revenues from the re-invoicing
of common expenses
25.31 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
19 C37109/2022 Reinvoicing common expenses 0.62 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
20 Ctr. 22/15Feb2018
AD 4/16Dec2019
AD 5/31Dec2020
AD 6/1Feb2021
AD 7/3Jun2021
Providing the representation
service as Balancing
Responsible Party
36,487.53 1-Mar-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
1.5% of the monthly tariff established.
Payment is made within 3 working days
from the date of receipt of the invoice
21 Convention 72/34/26Jan2017 -
Cluj
Convention 13/02Feb2017 -
Gherla
Convention 21/18Feb2010 -
Oradea
AD1/13Jul2018
AD2/01Mar2019
AD4/13Feb2019 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
4.11 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
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
5,181.34 1-Jun-17 31-Dec-22 See Note 1 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
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 Contract 822 / 4 Oct 2021 Reinvoicing - energy quota for
pensioners; Consideration for
electricity granted to natural
persons beneficiaries of the
provisions of GD 1041/2003 and
GD 1461/2003
8.33 1-Aug-17 See Note 2 N/A If the beneficiary does not pay the counter value of the invoices within 30
calendar days from the established due date, the beneficiary owes the
supplier penalties in the amount of 0.04% for each day of delay, starting
with the 31st day from the due date and until full payment of the invoice.
The value of the penalties cannot exceed the value of the amount paid
The payment of the issued invoices will
be made, through legal instruments,
within 30 days from their registration to
the beneficiary.
24 Ctr 876/ 31Dec2015, AD 3/
18Jan2019
Utility re-invoicing according to
the Annex 2 Bv
Utility re-invoicing 34.00 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

Total executed during reporting period 10 March - 10 May 2023: RON 320,227.53 th. Due and not due mutual debts of EFSA to DEER at 9 May 2023: RON 376,338.78 th Due and not due mutual debts of DEER to EFSA at 9 May 2023: RON 4,306.99 th

Note 1

The supplier can condition the resumption of the electricity supply on the establishment of guarantees, if the customer does not pay the invoice and the due penalties in full within 15 days from the date of interruption of the electricity supply.

Note 2 According to the address from DEER 172727/ 12 Jul 2022, Contract 822/ 4 Oct 2021 was terminated citing a Decision of the High Court of Cassation and Justice 3807/2022.Consumption will continue to be billed until 30 June 2022.

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