REG - Soc EnergElectricaSA - Regulatory Approval

Societatea Energetica Electrica SAAnnouncement

30/10/2019 16:35

RNS Number : 6914R
Societatea Energetica Electrica SA
30 October 2019
 


To:                              Romanian Financial Supervisory Authority (FSA)
                                    Bucharest Stock Exchange (BSE)
                                    London Stock Exchange (LSE)
Current report pursuant to the provisions of Law no. 24/2017 on issuers of financial instruments and market operations and to the Regulation no. 5/2018 on issuers of financial instruments and market operations and the provisions of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments
Report date: 30 October 2019
Company name: Societatea Energetică 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:
 
Approval by the Financial Supervisory Authority and publication of the simplified prospectus for the issuance of New Shares in the context of Electrica's share capital increase
 
The Electrica would like to inform its shareholders and investors that the Financial Supervisory Authority (the "FSA") approved the simplified prospectus (the "Prospectus") through its decision no. 1311 dated 30 October 2019, regarding the issue of up to 309,869 new shares, following the exercise of preference rights under the share capital increase of Electrica, as decided by the extraordinary general meeting of shareholders of Electrica held on 25 April 2019 and, respectively, by the decision of Electrica's Board of Directors no. 19 dated 4 October 2019. The share capital increase is done by contributions in kind and cash, up to a maximum amount of RON 6,049,830, from the current value of RON 3,459,399,290 to the maximum value of RON 3,465,449,120 (the "Share Capital Increase"),  where 295,114 shares represent the in-kind contribution of the Romanian State represented by the Ministry of Energy and up to 309,869 new shares (the "New Shares") will be offered for subscription by cash contributions, following the exercise of the preference right, to the other shareholders (excepting the Romanian State).
The Prospectus has been prepared as a simplified prospectus in accordance with Article 14 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 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 and, respectively, with art. 4 of the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing Regulation (EU) 2017/1129 of the European Parliament and of the Council as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004.
Key elements of the issue:
·    Maximum number of offered shares: 309,869 New Shares, in the form of ordinary, nominative and dematerialised shares (the "Shares", each New Share representing one Share), and in the form of global depositary receipts ("GDRs", each GDR representing 4 (four) New Shares);
·    Preference right exercise period ("Subscription Period"): 1 November 2019 - 3 December 2019 for New Shares to be represented by Shares; for the New Shares to be represented by GDRs, in order for the subscription to be valid, the subscription form and the proof of payment of the amount required to be deposited for the exercise of the preference rights, for the number of new GDRs being subscribed for, must be received by The Bank of New York Mellon (the "GDR Depositary"), in its capacity as GDR Depositary, by 5:00 p.m. (New York State time), on 22 November 2019, which is the expiration time for the subscription of New Shares to be represented by GDRs;
·    The number of preference rights necessary to subscribe one New Share in the form of Shares is 571.8182328661470 preference rights (the "Share Subscription Rate"); in the case of subscription of one GDR, a number of 571.8182328661470 GDR Preference Rights is necessary (the "GDR Subscription Rate");
·    Registration date: 24 October 2019; the issue of New Shares as a result of the subscriptions during the Subscription Period is addressed exclusively to the shareholders registered on the registration date in the Company's shareholders registry kept by Depozitarul Central S.A., respectively to the GDRs holders on the registration date through The Bank of New York Mellon, in its capacity ofs GDR facility depositary;
·    Price for the exercise of the preference rights ("Subscription Price"): 10 RON per New Share in the form of one Share and the USD equivalent as of or about 25 November 2019 of RON 40 per one GDR, plus certain costs, fees and expenses;
·    New Shares not subscribed during the Subscription Period shall be cancelled;
·    Trading: The preference rights are not tradable.
The Prospectus and the other documents that the Company is required to make available to the investors will be published and following publication, will be available in hard copy at the Issuer's registered office and the BRD - Groupe Société Générale S.A.'s headquarters, as well as at the BRD ‑ Groupe Société Générale S.A.'s branches assigned for subscriptions, as mentioned in Appendix 1 "BRD network for subscriptions within the share capital increase" to the Prospectus (upon subscribers request), and electronically on the Issuer's website at www.electrica.ro, on the website of the Bucharest Stock Exchange at www.bvb.ro, on the website of BRD - Groupe Société Générale S.A. at www.brd.ro. The English version of the Prospectus will be subsequently available also on the website of the national storage mechanism appointed by the FCA for the United Kingdom at http://www.morningstar.co.uk/uk/NSM.
The approval stamp applied on the public offering prospectus does not represent a guarantee or any type of appraisal by the Financial Supervisory Authority as regards the opportunities, advantages or disadvantages, profits or risks involved by the transactions to be concluded following the acceptance of the public offer subject of the approval decision. The approval decision certifies only that the prospectus complies with the requirements of the law and of the norms adopted in its application. 
 
 
Chief Strategy Officer                                                                       
Anamaria Acristini-Georgescu                                             
 




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