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SOCIETATEA ENERGETICA ELECTRICA S.A. - EL

BoD Approval of SPO Prospectus

Release Date: 10/21/2019 12:29:06 PM

IRIS Code: 11A17

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: 21 October 2019

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 3,459,399,290

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BSE) and London Stock Exchange (LSE)

 

Significant events to be reported:

 

Approval by Electrica’s Board of Directors of the Prospectus and of other necessary documents in connection with the share capital increase of the Company

 

The Company would like to inform its shareholders and investors that the board of directors of the Company (the “Board of Directors”) has approved on 21 October 2019 the form and the execution, in the name and on behalf of the Company, of the prospectus prepared in connection with the share capital increase of the Company (the ”Prospectus”), through in-kind and in cash contribution with the maximum value of RON 6,049,830, from the value of
RON 3,459,399,290 up to the maximum value of RON 3,465,449,120, through the issue of a number of maximum 604,983 new nominative and dematerialized shares (the “New Shares”), at a nominal value of 10 RON/share, including New Shares represented by global depositary receipts (the “Share Capital Increase”), for the purposes of its approval by the Financial Supervisory Authority.

 

The decision of the Board of Directors is attached to the present current report.

 

In accordance with the applicable legislation, the Company shall promptly inform its shareholders and investors in connection with the approval by the Financial Supervisory Authority of the Prospectus.

 

Chief Strategy Officer                                                                       

Anamaria Acristini-Georgescu                                             

 


 

DECISION

OF THE BOARD OF DIRECTORS OF “SOCIETATEA ENERGETICA ELECTRICA S.A.”

NO. 20 FROM OCTOBER 21st, 2019

The Board of Directors (BoD or Board) of “Societatea Energetica Electrica S.A.” (the Company), duly gathered on October 21st, 2019, at 10:00 (EET), at the company’s SDEE TN headquarter located in Cluj, 28A Ilie Macelaru street, in accordance with the statutory and legal provisions. 

The following BoD members attended and agreed to hold the meeting, by renouncing to the convening formalities regarding the term provided by art. 18, par. 17 and par. 18 from the Articles of Association of the Company:

-          Mr. Valentin Radu, Mrs. Ramona Ungur, Mr. Dragos Andrei, Mr. Niculae Havrilet, Mr. Bogdan Iliescu, and Mr. Gicu Iorga, – in person;

-          Mr. Radu Florescu – conference call.

 

At the BoD’s Chair invitation, the meeting was attended by the following guests:

-          Mrs. Corina Popescu – CEO;

-          Mr. Mihai Darie – CFO;

-          Mrs. Anamaria Acristini – CSO;

-          Mrs. Livioara Sujdea – CDO;

-          Mrs. Bibiana Constantin – CHRO;

-          Mr. Mircea Modran – CIO.

 

After having been supplied with all the relevant documents regarding the items on the agenda of the meeting and after having them analysed,

THE BOARD DECIDED:

1.      Approval of the prospectus and other necessary documents in connection with the increase of the share capital of the Company Societatea Energetica Electrica S.A. (“ELSA” or “Electrica”) (Note no. 9900/9966/17.10.2019)

The BoD has decided the following:

1.      The approval of the execution and performance by, or for and on behalf of ELSA of the following documents in connection with the share capital increase of ELSA, through in-kind and in cash contribution with the maximum value of RON 6,049,830, from the value of RON 3,459,399,290 up to the maximum  value of RON 3,465,449,120, through the issue of a number of maximum 604,983 new nominative and dematerialized shares (the New Shares”), at a nominal value of 10 RON/share (the Share Capital Increase”):

1.1  the Simplified Prospectus prepared in connection with the Share Capital Increase (the Simplified Prospectus”), for the purposes of its approval by the Financial Supervisory Authority, in the form attached to this note as Annex 1 (Form of the Simplified Prospectus).

Subsequent to the present approval of the Simplified Prospectus, the latter may be subject to certain amendments due to comments from ELSA's auditor, the FSA, the Depository of Global Depository Receipts having as support instrument ELSA’s shares (i.e., the Bank of New York Mellon), due to clerical errors that may be identified (eg, factual or grammar errors and respectively, spelling errors) or to the occurrence of a new relevant event (such as legislative or regulatory changes having an impact on the activity etc.). Any such amendment will be brought to the attention of the BoD and, if it has a material character, will be subject to the BoD’s approval.

and

1.2.any other agreements, documents, statements, deeds, notices, certificates, powers of attorney, changes, amendments and any other similar agreements or understandings and any other documents which are necessary or useful to give effect to the Share Capital Increase, including their negotiation, as contemplated under the document mentioned at item 1.1 above and/or to perform the rights and obligations thereunder and/or to complete the perfection requirements and the required or advisable registrations with the relevant authorities from Romania;

the documents mentioned at items 1.1 and 1.2 above being herein referred to as the “Share Capital Increase Documents”.

 

2.      The approval of the empowerment and appointment of each of Georgeta Corina Popescu, Mihai Darie and Anamaria Dana Acristini-Georgescu (the “Representatives”), individually and not jointly, the signature of any one of the Representatives being binding upon and mandatory for ELSA, to do the following acts and things in the name of and on behalf of ELSA, being further empowered to represent ELSA in relation to the investors, any private or public person, any notary public, bank and/or any other third party, including, without limitation for the purposes of:

2.1  signing and implementing each of the Share Capital Increase Documents; and;

2.2  carrying out all actions and formalities and executing any documents, necessary or useful for the purposes of implementing the resolutions passed hereunder and giving full effect to the matters decided herein.

 

The BoD hereby confirms that the Representatives named under item 2 above may (i) acting individually, sub-delegate any and all of their powers, as they may seem fit, to different persons or both to the same person within the issuer; or (ii) acting jointly, empower one or more persons to represent ELSA for the purposes of implementing the decision adopted hereby (including carrying out, for and on behalf, of ELSA, the powers under item 2 above).

Taking into consideration that the members expressed their opinion, Mr. Valentin Radu closed the BoD meeting, at 10.10 hrs (EET).

The members of the BoD,

Valentin Radu - Chair

Bogdan Iliescu -  Member

 

Secretary of the BoD,

Catalina Nedelcu

 

Drafted by: Vanda Gherman

 

 

 



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