REG - Soc EnergElectricaSA - EGMS Resolutions as of 8 December 2021

Societatea Energetica Electrica SAAnnouncement

08/12/2021 09:50

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211208:nRSH9679Ua&default-theme=true

RNS Number : 9679U  Societatea Energetica Electrica SA  08 December 2021

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: 8 December 2021

Company name: Societatea Energetica Electrica S.A. (Electrica)

Headquarters: 9 Grigore Alexandrescu Street, 1(st) 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:

The resolution of the Extraordinary General Meeting of Shareholders of
Societatea Energetica Electrica S.A. ("Electrica" or the "Company") of 8
December 2021

Electrica hereby informs that, on 8 December 2021, the Extraordinary General
Meeting of Shareholders (EGMS) of Electrica took place at the Company's
headquarters in Bucharest, 9 Grigore Alexandrescu Str., District 1, postal
code 010621, "Radu Zane" conference room, starting at 10:04 o'clock (Romanian
time), respectively, being duly held in accordance with the legal and
statutory provisions upon the first calling.

The EGMS of Electrica was attended by the shareholders registered in the
shareholder's register kept by Depozitarul Central S.A. as of 9 November 2021,
set as reference date, in person, by representative or through vote by
correspondence, the quorum met being approx. 66.18% of the total voting rights
and approx. 64.86% of the share capital of the Company.

The meeting was chaired by Mr. Adrian-Florin Lotrean, Member of the Board of
Directors of Electrica.

Within the EGMS, Electrica's shareholders approved the following items on the
agenda (as per the numbering on the agenda) with a majority of the votes held
by the present or validly represented shareholders or by the shareholders that
voted by correspondence:

4.     Approval of the completion of the guarantee structure for the
bridge loan up to RON 750,000,000 of non-binding nature to be contracted by
Electrica from a consortium of banks comprising of Erste Bank and Raiffeisen
Bank accompanied by a commitment letter for the arrangement of a bond issue
(bond issuance conditional upon obtaining the necessary corporate approvals)
to finance inorganic growth opportunities, the contracting of which was
approved by Electrica's EGMS resolution no 1 of 28th April 2021, as follows:
in addition to the mortgage guarantee on the accounts opened by Electrica to
BCR and Raiffeisen Bank, which will be made up for a maximum amount of RON
825,000,000, as approved by Electrica's EGMS resolution no 1 of 28th April
2021, a movable mortgage on the present and future receivables of Electrica,
resulting from the intragroup loan agreements that will be concluded with its
subsidiaries in order to carry out the inorganic growth transactions granted
from the amounts drawn from the bridge loan, shall be constituted as a
guarantee in favour of the banks, subject to the fulfilment of certain
conditions detailed in the bridge loan agreement, this being to be constituted
for a maximum value that will not exceed the total ceiling of the previously
approved guarantees, in the amount of RON 825,000,000.

All the empowerments given to the Board of Directors of Electrica for the
initiation, conduct, completion of credit and guarantee operations, including
subsequent amendments to the credit and guarantee agreement, as per item 4 of
Electrica's EGMS resolution no 1 of 28th April 2021, including the possibility
of sub-delegation to the executive management, they shall also be valid and
fully extend their effects if the guarantee's structure is completed in
accordance with this item.

5.     Empowerment of the Chairman of the Meeting, of the secretary of the
meeting and of the technical secretary to jointly sign the EGMS resolution and
to perform individually, and not jointly, any act or formality required by law
for the registration of the EGMS resolution with the Trade Register Office of
Bucharest Court, as well as the publication of the EGMS resolution according
to the law.

In the same time, Electrica's shareholders rejected the following:

1.   Approval of the acquisition by Societatea Energetică Electrica S.A.
("Electrica"), as Buyer, of the following holdings of MT Project B.V. ("MTP")
and HiTech Solar Investment GmbH ('HSI'), as Sellers:

-       in TCV Impex S.A. ("TCV"), a company of Romanian nationality,
having its registered office at 1/VII Bd. Pipera, Nord City Tower Building,
office no. 1, Section A7, 8th floor, Voluntari, Ilfov County, registered with
Ilfov Trade Registry under no. J23/1072/2018, sole registration code 19123942,

-       in ACV Solar Technology S.A. ("ACV"), a company of Romanian
nationality, having its registered office at 1/VII Bd. Pipera, Nord City Tower
Building, office no. 1, Section A6, 8th floor, Voluntari, Ilfov County,
registered with Ilfov Trade Registry under no. J23/351/2018, sole registration
code 30042717,

-       in TIS Energy S.A. ("TIS"), a company of Romanian nationality,
having its registered office at 1/VII Bd. Pipera, Nord City Tower Building,
office no. 1, Section A5, 8th floor, Voluntari, Ilfov County, registered with
Ilfov Trade Registry under no. J23/354/2018, sole registration code 28563306,

-       in Delta & Zeta Energy S.A. ("DZE"), a company of Romanian
nationality, having its registered office at 1/VII Bd. Pipera, Nord City Tower
Building, office no. 1, Section A3, 8th floor, Voluntari, Ilfov county,
registered with Ilfov Trade Registry under no. J23/350/2018, sole registration
code 29092649,

-       in the Gama & Delta Energy S.A. ("GDE"), a company of
Romanian nationality, having its registered office at 1/VII Bd. Pipera, Nord
City Tower Building, office no. 1, Section A4, 8th floor, Voluntari, Ilfov
county, registered with Ilfov Trade Registry under no. J23/349/2018, sole
registration code 29092657,

hereinafter referred to as the Companies, holdings which together represent
100% of the share capital of each Company, as follows:

-       4,597,060 shares held by MTP out of the total number of
4,600,000 shares, representing 99.936087%, respectively 2,940 shares held by
HSI out of the total number of 4,600,000 shares, representing 0.063913% of the
share capital of TCV for a total price of EUR 5,997,900 which will be adjusted
in accordance with the provisions of the Sale Purchase Agreement ("SPA");

-       4,249,100 shares held by MTP out of the total number of
4,250,000 shares, representing 99.978824%, respectively 900 shares held by HSI
out of the total number of 4,250,000 shares, representing 0.021176% of the
share capital of ACV for a total price of EUR 6,058,500 which will be adjusted
in accordance with the provisions of the SPA;

-       5,899,100 shares held by MTP out of the total number of
5,900,000 shares, representing 99.984746%, respectively 900 shares held by HSI
out of the total number of 5,900,000 shares, representing 0.015254% of the
share capital of TIS for a total price of EUR 7,094,500 which will be adjusted
in accordance with the provisions of the SPA;

-       5,993,322 shares held by MTP out of the total number of
6,000,000 shares, representing 99.8888700%, respectively 6,678 shares held by
HSI out of the total number of 6,000,000 shares, representing 0.111300% of the
share capital of DZE for a total price of EUR 7,924,550 which will be adjusted
in accordance with the provisions of the SPA;

-       6,693,382 shares held by MTP out of the total number of
6,700,000 shares, representing 99.901224%, respectively 6,618 shares held by
HSI out of the total number of 6,700,000 shares, representing 0.098776% of the
share capital of GDE for a total price of EUR 7,924,550 which will be adjusted
in accordance with the provisions of the SPA.

2.     Empowerment of Electrica's Board of Directors to approve the final
form of the SPA reflecting the main elements of the transaction approved at
item 1.

3.     Empowerment of the Chief Executive Officer, the Chief Financial
Officer, and the Chief Corporate Development Officer, to sign the SPA, in the
form approved by Electrica's Board of Directors, according to item 2 above.

 

 

Chief Executive Officer
 

Georgeta - Corina Popescu

 

 

 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMUPGMCPUPGUBR