REG - Soc EnergElectricaSA - BoD decision regarding the share capital increase

Societatea Energetica Electrica SAAnnouncement

04/10/2019 16:05

RNS Number : 8588O
Societatea Energetica Electrica SA
04 October 2019
 


To:                              Romanian Financial Supervisory Authority (FSA)
                                    Bucharest Stock Exchange (BSE)
                                    London Stock Exchange (LSE)
 
Current report in compliance with art. 234 para. (1) Letter e) of the FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, and with art. 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
Report date: 4 October 2019
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 3,459,399,290
Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE) and London Stock Exchange (LSE)
 
Significant events to be reported:
 
Decision of the Board of Directors of Societatea Energetica Electrica S.A. (Electrica) regarding the Company's share capital increase
 
In compliance with the provisions of Companies' Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations and FSA Regulation no. 5/2018 on issuers of financial instruments and market operations, Electrica informs the investors about the Decision of the Board of Directors of Electrica from 4 October 2019 regarding the Company's share capital increase.
 
The decision is attached to the present current report.
 
Chief Strategy Officer
Anamaria Acristini-Georgescu




                       



DECISION
OF THE BOARD OF DIRECTORS OF "SOCIETATEA ENERGETICA ELECTRICA S.A."
NO. 19 FROM OCTOBER 4th 2019
The Board of Directors (BoD or Board) of "Societatea Energetică Electrica S.A." (the Company), duly gathered on October 4th, 2019 according to art. 18 par. 23 from the Articles of Association, in accordance with the statutory and legal provisions. 
The following members of the Board agreed with holding the electronic meeting, by renouncing to the convening formalities stipulated under art. 18, par. 17 and par. 18 from the Articles of Association of the Company: Mr. Valentin Radu, Mrs. Ramona Ungur, Mr. Dragos Andrei, Mr. Radu Florescu, Mr. Bogdan Iliescu, Mr. Gicu Iorga, Mr. Niculae Havrilet.
After having been supplied with all the relevant documents regarding the items on the agenda of the meeting and after having analysed them,




THE BOARD DECIDED:




The Board of Directors ("BoD") approved the following:
1.   The share capital increase of Societatea Energetica Electrica S.A., through in-kind and in cash contribution with the maximum value of RON 6,049,830, from the value of RON 3,459,399,290 up to the maximum value of RON 3,465,449,120, through the issue of a number of maximum 604,983 new nominative and dematerialized shares ("New Shares"), at a nominal value of 10 RON/share ("Share Capital Increase"), as follows:
1.1.  RON 2,951,140 (as a result of rounding down from the amount of RON 2,951,144, which was established as presented below) representing 295,114 New Shares, representing the in-kind contribution of the Romanian State, represented by the Ministry of Energy, as a result of obtaining the Land Ownership Certificates issued by the Ministry of Economy:
i.    no. 7295 series M03, regarding the land "Administrative Office Land" located in Braila, with an area of 13,530.85 sq.m;
ii.    no. 7297 series M03, regarding the land "AISE Office Land" located in Braila, with an area of 318.21 sq.m;
iii.   no. 9856 series M03, regarding the land "PEI Codlea Land" located in Codlea, with an area of 1,765.00 sq.m;
iv.   no. 12932 series M03, regarding the land "Floresti Center Land - FD" located in Floresti, with an area of 27,232.20 sq.m;
v.   no. 12982 series M03, regarding the land "Soveja Exploitation Module Land" located in Dragosloveni, with an area of 3,419.00 sq.m;
vi.   no. 13123 series M03, regarding the land "Ploiesti Center Land" located in Ploiesti, with an exclusive area of 3,030.94 sq.m, and an undivided area of 3,209.86 sq.m;
vii.  no. 16 series M21, regarding the  land "Intervention House Land" located in Podari, with an area of 861 sq.m;
viii. no. 40 series M21, regarding the land "Craiova Cash-Desk Land" located in Craiova, with an area of 397.40 sq.m; and
ix.   no. 10588 series M03, regarding the  land "Oradea Rural Center Land" located in Oradea, with an area of 1,760.00 sq.m;
 
the value of the in-kind contribution being established thorough the valuation report 151/2019 dated September 30th, 2019 prepared by the independent expert Mapps Master Appraisal S.R.L., ANEVAR corporate member having registration number 0464, designated by the resolution no. 61670 / 09.05.2019 of the National Trade Register Office - the Trade Register Office of Bucharest Court, in file no. 230529 / 05.08.2019.
 
1.2.  Up to RON 3,098,690, representing a maximum number of 309,869 New Shares, which will be offered for subscription, within the exercise of the right of preference, to the other shareholders (i.e. Electrica's shareholders excepting the Romanian State), registered in Electrica's Shareholders' Register held by Depozitarul Central S.A., on the registration date of October 24th, 2019 ("Registration Date"), thus granting the possibility to maintain the share held by each shareholder in the share capital of Electrica, under the following conditions:
a)       The shares that remain unsubscribed at the end of the period for exercising the preference rights for the New Shares will be cancelled through the decision of the Board of Directors that will ascertain the actual results of the Share Capital Increase.
b)      A number of preference rights equal to the number of owned shares will be allocated to each shareholder registered in Electrica's shareholders' register held by Depozitarul Central S.A. on the Registration Date.
c)      For the subscription of a New Share during the exercise of the preference right, a number of 571.8182328661470 preference rights is required. A shareholder of Electrica registered in Electrica's shareholders' register held by Depozitarul Central S.A. on the Registration Date may purchase a maximum number of New Shares calculated by dividing the number of preference rights owned by the respective shareholder to the number of preference rights required to subscribe a New Share (571.8182328661470). If the maximum number of shares that may be subscribed during the exercise of the preference right (resulting from the previously mentioned calculation) is not a natural number, the maximum number of shares that may be actually subscribed will be rounded down to the nearest integer.
d)      The subscription price of the New Shares will be equal to their nominal value, of 10 RON / share.
e)      The period for exercising the preference rights shall be 33 calendar days from the date set out in the proportionate prospectus of the offer that will be prepared in connection with the Share Capital Increase and will start at a date subsequent to the Registration Date of the Share Capital Increase and to the publication date of this decision of the Board of Directors in the Official Gazette of Romania.
f)       The preference rights will not be admitted to trading and, respectively, will not be traded.
g)       All the details necessary for the shareholders to exercise their preference rights (such as the subscription procedure, the subscription period, the payment procedure and method, the subscription validation, the subscription form and allocation rights) will be included in the proportionate prospectus which will be approved by the Board of Directors of the Company and by the Financial Supervisory Authority ("FSA", in Romanian, Autoritatea de Supraveghere Financiară), subsequently passported to the United Kingdom of Great Britain and Northern Ireland through the notification of the Financial Conduct Authority ("FCA") by FSA, in accordance with the provisions of art. 25 from EU Regulation 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (Regulation regarding the Prospectus).
h)       The Share Capital Increase is performed for fulfilling Electrica's obligations in accordance with the provisions of art. 12 para. (5) and para. (51) from Law no. 137/2002 on certain measures for accelerating the privatisation, as subsequently updated and amended, as well as with the provisions of art. 322 para. (1) from GEO no. 88/1997 on the privatisation of companies, as subsequently updated and amended.
2.   Establishing the following dates:
2.1.  October 24th, 2019 as registration date for the identification of the shareholders who will be affected by the Board Decisions, in accordance with the provisions of art. 86 (1) from  Law No. 24/2017 on the issuers of financial instruments and market operations ("Law 24/2017");
2.2.  October 23th, 2019 as "ex-date", calculated in accordance with the provisions of art. 2 para. (2) letter (l) from Regulation No. 5/2018 on issuers of financial instruments and market operations ("Regulation 5/2018");
2.3.  October 25th, 2019 as payment date, in accordance with the provisions of art. 2 para. (2) letter h) from Regulation 5/2018.
3.   Approval of the delegation to the executive management of Societatea Energetică Electrica SA of the execution of any documents or of conducting any acts which will be necessary, useful or recommended by the intermediary and the consultants of the Offer for the implementation of the Share Capital Increase, including in regards to the following aspects:
3.1.  Representation of the Company before any competent authorities and institutions (such as the Trade Register, FSA, FCA, Bucharest Stock Exchange ("BSE"), London Stock Exchange ("LSE"), Depozitarul Central) for the completion and registration of the Share Capital Increase, with full power and authority; and
3.2.  Submission and request for the publication of the Board of Director's Decisions in the Official Gazette of Romania part IV, pick-up of any documents, performance of any formalities required by the Trade Register, or by any other authority, public institution, legal persons or individuals, as well as to perform any operations, with the aim of implementing and ensuring the enforceability of the undertaken decisions.
4.   Empowerment of Mr. RADU VALENTIN, Romanian citizen, residing in                ,              , no.    , district     , CNP               , holder of ID series      no.               /              , issued by               , chairman of the Board of Directors, of Mr. ILIESCU BOGDAN-GEORGE, Romanian citizen, residing in               ,              , no.        , district   , CNP               , holder of ID series       no.               /              , issued by               , member of the Board of Directors and of Mrs. NEDELCU ALEXANDRA-CĂTĂLINA, Romanian citizen, residing in               , str.              , no.    , bl.     , fl.     , ap.    , jud.              , CNP               , holder of ID series      no.               /              , issued by               , secretary of the Board of Directors, to sign this decision.




Taking into consideration that the members expressed their opinion between the established hours, Mr. Valentin Radu closed the BoD meeting, at 10.00 hrs (EET).
This document has been executed at Professional Notary Company "Simona Popescu și Asociații" in Bucharest, in one (1) original, and 4 (four) duplicates (3 for the Party and 1 for the notary office).




The members of the BoD,
Valentin Radu -  Chair
Bogdan Iliescu - Member
 
Secretary of the BoD,
Catalina Nedelcu



                                     




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