REG - Soc EnergElectricaSA - Court Approval - merger by absorption of the DSOs

Societatea Energetica Electrica SAAnnouncement

15/10/2020 07:20

RNS Number : 1787C
  
Societatea Energetica Electrica SA
  
15 October 2020
  
 


To: Bucharest Stock Exchange (BSE)
London Stock Exchange (LSE)
Romanian Financial Supervisory Authority (FSA)
 
Current report in compliance with the Law no. 24/2017 on issuers of financial instruments and market operations, the Romanian Capital Market Law no. 297/2004, FSA Regulation no. 5/2018 on issuers of financial instruments and market operations and the Bucharest Stock Exchange Code
 
Report date: 15 October 2020
Company name: Societatea Energetică Electrica S.A.
Headquarters: 9 Grigore Alexandrescu Street, 1st District, Bucharest, Romania
Phone/fax no.: 004-021-2085999 / 004-021-2085998
Sole registration code at the trade register: 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 by the Cluj Specialized Court of the merger by absorption process of the three distribution companies within Electrica Group, respectively Societatea de Distributie a Energiei Electrice Transilvania Nord S.A. (SDTN), as absorbing company, and Societatea de Distributie a Energiei Electrice Transilvania Sud S.A. (SDTS) and Societatea de Distributie a Energiei Electrice Muntenia Nord S.A. (SDMN), as absorbed companies
Electrica informs that, on 14 October 2020, the Cluj Specialized Court approved the merger request submitted by SDTN, as absorbing company, respectively by SDTS and SDMN, as absorbed companies, ascertained the legality of the resolutions of the shareholders of the participating companies approving the merger and ordered the registration with the Trade Register of the shareholders' resolutions, as well as of the articles of association updated as at 26 August 2020. The court also ordered the deregistration of the absorbed companies from the Trade Register.
Further, the three participating companies will complete all the procedural and operational steps necessary to implement the merger, starting with the effective date, 31 December 2020 (at the end of the day), moment from which the merger takes effect according to the merger plan and to the resolutions of the extraordinary general meetings of shareholders of SDTN no. 1933 dated 26 August 2020, respectivly of SDTS no. 1935 dated 26 August 2020, and SDMN no. 1937 dated 26 August 2020 on the approval of the merger.
Therefore, the merger will produce its effects starting with the effective date, when SDTS and SDMN, as absorbed companies, will cease to exist, being deregistered, and their assets and liabilities will be universally and by law transferred through the effect of the merger by absorption process to SDTN, as absorbing company, in exchange for the issuance of new shares in the share capital of the absorbing company in favour of the shareholder of the absorbed company, namely Societatea Energetica Electrica S.A.
Following the merger of the 3 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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