M&A Activity • Sep 25, 2023
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 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code
Report date: 25 September 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 Electrica Furnizare SA (EFSA), subsidiary of Societatea Energetica Electrica SA (Electrica) with Compania Nationala de Transport al Energiei Electrice Transelectrica S.A. (TEL)
Electrica informs its shareholders and investors about the conclusion/execution, in the period 24 May - 22 September 2023, of some transactions between EFSA, Electrica's subsidiary, and TEL, whose cumulated value exceeds the threshold of 5% of Electrica's net assets, according to Electrica's individual financial statements at 30 June 2023, respectively exceeds the value of RON 198,490,436.
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 attached.
CFO Stefan Frangulea
| No. | 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 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer: EFSA Seller: TEL |
|||||||||||||
| 1 | Contract 59819/970/30Dec 2022 |
Electricity transport and system services (it replaces the contract C416 / 20 Dec 2013) |
104,411.17 | 1-Jan-23 | Undetermined | 55,120 | In case of non-fulfillment within 5 calendar days from the due date of the obligations, the beneficiary pays in addition to the amount due, a penalty interest on this amount, corresponding as a percentage of interest due for non-payment of obligations to the state budget, for each day delay, starting with the day following the date of the deadline until the day of payment (exclusive). The total value of the penalties may not exceed the value of the amount due |
Payment is made within a maximum of 10 days from receipt of the invoice |
|||||
| 2 | Convention No. 275 / 19 Oct 2020 |
Sale and purchase of electricity between the parties, as a result of production / consumption imbalances of PRE that were offset by Transelectrica on the balancing market in accordance with the provisions of the regulations in force |
108,440.98 | 1-Sep-20 | Undetermined until its termination by any of the parties |
28,256 | In case of non-payment of invoices on time, PRE pays a penalty equal to an additional amount compared to the amount due to be paid and includes interest accrued for any amounts due and unpaid, calculated as a percentage of the delay penalty charged for non-payment of obligations to the state budget, starting with the day following the deadline on which the payments should have been made and ending with the day preceding the day on which the outstanding amounts were actually paid |
Payment is made within a maximum of 5 working days from date of issuing the invoice |
|||||
| 3 | Contract 35 / 12 Feb 2021 |
Contribution to high efficiency cogeneration |
2,325.30 | 12-Feb-21 | 18 months from the date of termination of state aid established by Government Decision no. 1215/2009 |
N/A | In case of non-payment of due invoices, the guilty party has the obligation to pay penalty interest charged for late payment, equal to the level of delay interest charged for non-payment of obligations to the state budget, for each day of delay after the due date, until on the day of payment (exclusively). The total value of the penalty interest may not exceed the value of the amount due. |
The contributor pays the invoices sent by the administrator of the support scheme within 7 days from their receipt, but not later than the 20th day of each month following the month of the consumption. |
Annex: Details regarding the transactions concluded by EFSA with TEL in the period 24 May - 22 September 2023 of the kind listed in Art. 108 of Law No. 24/2017
| No. | 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 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer: TEL Seller: EFSA |
|||||||||||||
| 4 | Convention No. 275 / 19 Oct 2020 |
Sale and purchase of electricity between the parties, as a result of production / consumption imbalances of PRE that were offset by Transelectrica on the balancing market in accordance with the provisions of the regulations in force |
41,808.09 | 1-Sep-20 | Undetermined until its termination by any of the parties |
N/A | In case of non-payment of invoices on time, PRE pays a penalty equal to an additional amount compared to the amount due to be paid and includes interest accrued for any amounts due and unpaid, calculated as a percentage of the delay penalty charged for non-payment of obligations to the state budget, starting with the day following the deadline on which the payments should have been made and ending with the day preceding the day on which the outstanding amounts were actually paid |
Payment is made within a maximum of 5 working days from date of issuing the invoice |
|||||
| 5 | Contract no. 321 / 20Jul2004 TN AA no. 15 / 30Jul2020 Contract no. 575 / 6Nov2017 - MN AA Nr.2 / 18Apr2019 |
Re-invoicing – pensioners energy quota |
0.17 | 20-Jul.-04 07-Nov.-17 |
During the period GD 1041/2003 and GD 1461/200 |
N/A | Ctr. No. 321: penalties in the amount of 0.05% of the value of the contract related to the month in which non-fulfilment was found, for each day of delay, until the actual fulfillment of the obligation, but not more than this value. Ctr. No. 575: penalties equal to the interest due for late payment of obligations to the state budget, for each day of delay, starting with the day following the deadline on which the payments should have been made and ending with the day on which the outstanding amounts were actually paid, inclusding payment date. The total amount of the penalties shall not exceed the invoice amount. |
Ctr. 321: until the 25th of the month following the reference month Ctr. 575: within 30 calendar days from the date of issue |
|||||
| 6 | Convention No. 301 / 12Apr2022 |
Re-invoicing utilities | 46.45 | 1-Mar-22 | Indefinite, until terminated by any of the parties with 30 days notice, bankruptcy, dissolution or by additional act with the agreement of the parties |
N/A | If the invoices are not honored within the stipulated term, the supplier is entitled to claim penalties of 0.02% for each day of delay, calculated at the amount of the unpaid amount. The value of the calculated penalties may not exceed the amount of the unpaid amount |
The payment term is 15 days from the date of registration of the documents re invoiced by CN de Transport a Energiei Electrica Transelectrica SA. |
Total executed during reporting period 24 May -22 September 2023: RON 257,032.16 th Due and not due mutual receivables EFSA from TEL at 21 September 2023: RON -528.42 th Due and not due mutual debts EFSA to TEL at 21 September 2023: RON 4,179.96 th
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