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Soecietatea Energetica Electrica S.A.

M&A Activity Oct 16, 2023

2280_rns_2023-10-16_c1ecf8fb-d646-4b56-869d-f64c2e80b06e.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 on issuers of financial instruments and market operations, and the Bucharest Stock Exchange Code

Report date: 16 October 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), subsidiary of Societatea Energetica Electrica SA (Electrica) and Hidroelectrica SA

Electrica informs its shareholders and investors about the conclusion/execution, in the period 17 February – 13 October 2023 of some transactions between DEER, Electrica's subsidiary, and Hidroelectrica, 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.

CFO Stefan Frangulea

Annex: Details regarding the transactions
concluded by DEER
and
Hidroelectrica
between 17
February

13
October
2023
of the kind listed in Art. 108
of Law No. 24/2017
Agreement Type and No.,
execution date
Scope of transactions Amount
(RON th.)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Provider: DEER
Beneficiary: Hidroelectrica
Agreement 19875/9Jun2021
(DEER –
TN zone and
Hidroelectrica)
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
66,295.51 9
Jun 2021
undetermined 2,392.95 See Note 1 Payment is made in 10 working
days from the date of receipt of the
invoice
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
-
interventions in the
distribution network (RED)
1.32
Agreement 19875/9Jun2021
(DEER –
TS zone and
Hidroelectrica)
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
53,537.98
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
-
interventions in the
distribution network (RED)
1.17
Tariff for issuing technical approval for
connection related to request no.
7020230521148 for the objective
CHE LOTRIOARA -
110kV STATION located
in SIBIU District BOITA,
No. CHE according to ANRE Order no.
114/2014 with subsequent amendments
0.07
Agreement 19875/9Jun2021
(DEER –
MN zone and
Hidroelectrica)
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
70,094.78
Delivery
of the electricity distribution service
by the distribution operator for the users, end
customers of the supplier, whose installations
are connected to the distribution operator's
electrical network
-
interventions in the
distribution network (RED)
6.86
Agreement Type and No.,
execution date
Scope of transactions Amount
(RON th.)
Date of entry
into force
Expiry date Guarantees
(RON th.)
Penalties Payment due dates and payment
methods
Agreement
no.
MN7911/26Jun2023
(DEER –
MN zone
and
Hidroelectrica)
Elaboration of study solution –
third parties
65 N/A N/A N/A N/A N/A
Without agreement Issuance of Notice
RAC
for
RED
0.16 8 May 2023 23 May 2023 N/A N/A
Issuance of construction location note 26 May 2023 7 Jul 2023 N/A
Elaboration of study solution –
third parties
20 Sep 2023
Elaboration of study solution –
third parties
20 Sep 2023
Provider: Hidroelectrica
Beneficiary: DEER
DEER 2220/20.04.2022 1,764.96 1 Jan 2023 31 Mar 2023 1,836.22 See Note 2 The invoice is issued in the first
three working days of the month
immediately following the month
of delivery and will be paid at the
latest on the 10th calendar day of
the month following the month of
delivery, and if this is a non
working day, the payment will be
made on the immediate working
day next; the invoice is considered
paid on the date of payment
registration in the seller's bank
statement
DEER 3327/28.06.2022 purchase of electricity
through direct
negociation
638.40 1 Feb 2023 28 Feb 2023 767.29
DEER 3330/28.06.2022 3,343.50 1 Mar 2023 31 Mar 2023 4,018.55
DEER 3564/12.07.2022 638.40 1 Feb 2023 28 Feb 2023 767.29
DEER 3566/12.07.2022 3,343.50 1 Mar 2023 31 Mar 2023 4,018.55
DEER 3925/27.07.2022 2,143.73 1 Jan 2023 31 Mar 2023 2,249.96
DEER 3924/27.07.2022 2,143.73 1 Jan 2023 31 Mar 2023 2,249.96
Agreement 3015/22Apr2005
AD 1/2021
providing the distribution service 197.53 8 Apr 2005 31 Dec 2023 N/A See Note 3 The client will pay the invoice
within 10 working days from the
date of its registration with the
client
Convention
103406/23Apr2015
Common use and distribution of expenses for
the following locations:
-
Hidroelectrica
-
Hidrocentrale
Cluj
Sub.
(SH)
-
SSH Hidroserv-
Cluj Branch
-
S Teletrans
SA -
Cluj Agency (TLT)
-
CN Transelectrica SA -
DET Cluj (DET)
-
FDEE -
SDEE Cluj
12.64 29 Sep 2015 N/A N/A See Note 4 15 days from issuing the invoice

Total executed amount during 17 February - 13 October 2023: RON 204,229.23 th Due and not due mutual receivables of DEER from Hidroelectrica on 12 October 2023: RON 28,630.06 th. Due and not due mutual debts of DEER to Hidroelectrica on 12 October 2023: RON 27.01 th.

Note 1: 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 (exclusively). There is a 30 calendar day grace period.

Note 2: Non-payment of the amounts owed by the Buyer according to the payment deadlines additionally entails the payment of penal interest, as follows calculated for each day of delay, starting with the day immediately following the due date and up to the date of payment of the amount owed, including; the level of penal interest is 0.1% for each day of delay.

Note 3: In case of non-fulfilment within 30 days from the due date of the obligations, the client will pay, in addition to the amount due, a penalty corresponding to this amount as a percentage of the interest due for non-payment of the obligations on time to the state budget, for each day of delay compared to due date, until the day of payment (exclusively).

Note 4: If the invoice is not paid within 30 days from the due date, the penalty amount is 0.03% for each day of delay.

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