REG - Soc EnergElectricaSA - Approval of Merger of distribution companies

Societatea Energetica Electrica SAAnnouncement

26/08/2020 16:20

RNS Number : 2466X
  
Societatea Energetica Electrica SA
  
26 August 2020
  
 

To:                                 Bucharest Stock Exchange (BSE)
                                       London Stock Exchange (LSE)
Romanian Financial Supervisory Authority (FSA)
 
Current report in compliance with the Law 24/2017 on issuers of financial instruments and market operations, the Romanian Capital Market Law no. 297/2004, FSA Regulation no. 5/2018, and the Bucharest Stock Exchange Code
Report date: 26 August 2020
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:
Approval of the Merger by absorption of the three distribution companies within Electrica Group by the merging companies
 
Taking into account the following:
i)      By the resolutions of the Extraordinary General Meetings of Shareholders of Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. (SDTN), Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. (SDTS) and Societatea de Distributie a Energiei Electrice Muntenia Nord S.A. (SDMN), together the Companies, dated 3 June 2020, the Companies' shareholders approved, in principal, the initiation and participation to the merger by absorption, after which SDTN (absorbing company) will absorb SDTS, a joint stock company, with registered office in Brasov Municipality, 25 Pictor Luchian Street, Block 33, Brasov County, registered with the Trade Register under no. J8/238/2002, having sole registration code 14493260, and SDMN, a joint stock company, with registered office in Ploiesti Municipality, 44 Marasesti Street, Prahova County, registered with the Trade Register under no. J29/269/2002, having sole registration code 14506181, according to art. 238 para. (1), let. a) of Companies' Law no. 31/1990, ("the Merger");
ii)     The Merger Plan was signed, authenticated under number 1404 and published in the Official Gazette of Romania, Part IV, no. 2351 dated 10 July 2020 ("the Merger Plan");
iii)    The Board of Directors of Societatea Energetica Electrica S.A. ("Electrica") decided through the resolution no. 14 dated 3 July 2020, as majority shareholder of SDTN, SDTS and SDMN, the participation of Electrica's representative in the Companies' extraordinary general meetings of shareholders and the expression of a favorable vote ("for") regarding, mainly (see the announcement identified by 5BF72 IRIS code (BSE), respectively 0406S RNS code (LSE) from 3 July 2020):
a.     the approval of the plan for the merger by absorption between SDTN, as absorbing company, and SDTS and SDMN, as absorbed companies, authenticated under no. 1404 of 26 June 2020;
b.     the approval of the merger by absorption process by way of which SDTN will absorb SDTS and SDMN, as per the provisions of art. 238 para. (1) let. a) of the Companies' Law no. 31/1990, in accordance with the provisions of the Merger Plan;
c.     the approval of the effective date of the Merger as established in art. 9 of the Merger Plan;
d.     the approval of the implementation of the Merger, namely the transfer of all the assets and liabilities of SDTS and of SDMN to SDTN, in exchange for issuance to Electrica of shares in the share capital of SDTN;
iv)   The opposition term provided by art. 243 para. (2) of the Companies Law no. 31/1990 elapsed on 10 August 2020, with no opposition filed against the Merger Plan;
v)    The preliminary formalities required by the Companies Law regarding the merger by absorption have been considered and fulfilled or have been waived, in accordance with the applicable legal provisions;
vi)   During the meeting held on 21 August 2020, the Extraordinary General Meeting of the Shareholders of Electrica approved the participation in the extraordinary general meeting of the shareholders of SDTS and SDMN and the expression of a favorable vote ("for") regarding the approval of the dissolution without liquidation and the deregistration from the Trade Register and from the financial administration's records of the absorbed companies SDTS and SDMN starting with the effective date of the Merger, as an effect of the Merger, pursuant to the provisions of the Merger Plan (see the announcement identified by 5BF72 IRIS code (BSE), respectively 8318W RNS code (LSE) from 21 August 2020),
Electrica informs that the Extraordinary General Meetings of the Shareholders of SDTN, SDTS and SDMN for the approval of the Merger by the merging companies took place on 26 August 2020.
The resolutions of the Companies' Extraordinary General Meetings of the Shareholders regarding the approval of the Merger will be submitted to the Trade Register Office attached to Cluj Court, the competence to scrutinize the legality of the resolutions concerning the Merger belonging to the court of law.
Therefore, the Merger will produce its effects starting with the Effective Date when SDTS and SDMN, as absorbed companies, will cease to exist, being dissolved without going into liquidation, and all of their assets and liabilities will be transferred through the effect of the merger by absorption process to SDTN, as absorbing company, with the increase of its share capital as a result of the Merger and with the issuance and distribution of new shares in favour of the shareholder of the absorbing company, namely Electrica.
Following the merger of the three distribution companies within Electrica Group, the name of the company will be Distributie Energie Electrica Romania S.A.
 
Chief Executive Officer                                               
Georgeta Corina Popescu                  
 

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