REG - Soc EnergElectricaSA - Approval of Merger of energy services companies

Societatea Energetica Electrica SAAnnouncement

25/08/2020 16:05

RNS Number : 1293X
  
Societatea Energetica Electrica SA
  
25 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: 25 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 two energy services companies within Electrica Group by the merging companies
 
Taking into account the following:
i)    The Board of Directors of Societatea Energetica Electrica S.A. ("Electrica") decided through the resolution no. 14 dated 3 July 2020, as shareholder of the two energy services companies, the participation in their extraordinary general meetings of shareholders and expression of a favorable vote ("for") regarding the approval of: (i) the merger plan by absorption between Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A., as absorbing company, and Servicii Energetice Muntenia S.A., as absorbed company, authenticated under no. 934 of 12 June 2020 (the "Merger Plan"); (ii) the merger by absorption process whereby Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A. will absorb Servicii Energetice Muntenia S.A. (the "Merger"), in accordance with the provisions of art. 238 para. (1) let. a) of Companies' Law no. 31/1990 and the Merger Plan and (iii) the effects of the Merger, namely the transfer of all the assets and liabilities of Servicii Energetice Muntenia S.A. to Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A., having as consequence the increase of the share capital of the absorbing company and, implicitly, the issuance and distribution to Electrica of new shares in the share capital of Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv"  S.A. (see the announcement identified by 68E8D IRIS code (BSE), respectively 0406S RNS code (LSE) from 3 July 2020);
ii)   The Merger Plan was published in the Official Gazette of Romania, Part IV, no. 2303 dated 8 July 2020; 
iii)  The opposition term of 30 days against the Merger Plan, provided by art. 243 of the Companies Law no. 31/1990, started to run on 9 July 2020 and elapsed on 10 August 2020;
iv)  No opposition was filed against the Merger Plan during the opposition period;
v)   During the meeting held on 21 August 2020, the Extraordinary General Meeting of the Shareholders of Electrica approved, in its capacity as shareholder of Servicii Energetice Muntenia S.A, the participation in the extraordinary general meeting of the shareholders of Servicii Energetice Muntenia S.A. 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 company Servicii Energetice Muntenia S.A. starting with the effective date of the Merger, respectively 30.11.2020 (the "Effective Date"), 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, on 25 August 2020, the Extraordinary General Meeting of the Shareholders of Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A, respectively of Servicii Energetice Muntenia S.A, took place for the approval of the Merger by the merging companies.
The resolutions of the Extraordinary General Meeting of the Shareholders of Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A, respectively Societatea Servicii Energetice Muntenia S.A, approving the Merger will be submitted with the Trade Register Office of Bucharest Court, the competence to scrutinize the legality of the resolutions concerning the Merger resting with the court of law.
Therefore, the Merger will produce its effects starting with the Effective Date (i.e. 30 November 2020) when: Servicii Energetice Muntenia SA, as absorbed company, will cease to exist, being dissolved without going into liquidation, and all of its assets and liabilities will be universally transferred through the effect of the merger by absorption process and de jure to Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A., as absorbing company, increasing the share capital of Societatea Filiala de Intretinere si Servicii Energetice "Electrica Serv" S.A as a result of the Merger and with the issuance and distribution of new shares in the share capital of the absorbing company in favour of the shareholder of the absorbed company, namely Electrica.
 
Chief Executive Officer                                               
Georgeta Corina Popescu                  
 
                        

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