If you can see this message, your browser does not support canvas and needs an update. Sorry. :(
Friday, August 7, 2020 
Market Status: OPEN
About us and Governance Investor Relations Contact
Advanced search

Market News


ELECTROPUTERE S.A. - EPT

OGSM & EGSM resolutions 04.27.2020

Release Date: 4/27/2020 6:59:29 PM

IRIS Code: A5296

To,

Bucharest Stock Exchange

Financial Supervisory Authority

Current Report according to the ASF Regulation no. 5/2018

Report date: 27.04.2020

Company name - ELECTROPUTERE SA

Head office - CRAIOVA, DOLJ, 80. CALEA BUCURESTI Street

Telephone/fax: 0372 703 450/0372 003056

Sole Registration Code at the Trade Register Office - 6312800

Trade Register Office Number - J16/12/1991

The regulated market on which the issued securities are traded - BSE

Subscribed and paid-up share capital – 103,760,291.3 lei

Main characteristics of the securities issued by the joint stock company

Class A, registered shares, in number of 1,037,602,913, nominal value 0.1 lei.

Important events to report:

Decisions of the Ordinary General Assembly of Shareholders and Extraordinary General Assembly of Shareholders dated 27.04.2020

On 27.04.2020, 11.00 a.m. at the company headquarters in Craiova, 80 Calea Bucuresti street, it was held the Ordinary General Assembly of Shareholders and at 12.00 a.m., the Extraordinary General Assembly of Shareholders of Electroputere S.A., both at the first call. One shareholder attended at the Ordinary General Assembly of Shareholders, holding a number of 1,002,718,101 shares, representing 96.63% of the share capital, having as reference date the end of the day 15.04.2020. One shareholder attended at the Extraordinary General Assembly of Shareholders, holding a number of 1,002,718,101 shares, representing 96.63% of the share capital, having as reference date the end of the day 15.04.2020.

They voted, deciding the followings:

In the Ordinary General Assembly of Shareholders, by:

DECISION NO. 90/27.04.2020

There were approved by a total no. of 1,002,718,101 valid expressed votes, accounting for 1,002,718,101 shares and 96.63% of the Company’s registered capital, out of which 1,002,718,101 “affirmative” votes accounting for 96.63% of the total share capital, no “negative” votes and no “abstain” votes, the followings:

Art. 1 To approve the Report of the Board of Directors for the fiscal year 2019.

Art. 2 To approve the Financial Auditor’s Report for the financial statements of Electroputere S.A., for the fiscal year of 2019.

Art. 3 To approve the individually financial statements, drawing up in accordance with the International Financial Reporting Standards (IFRS) for the year ended on December 31, 2019.

Art. 4 To discharge of administration the Board of Directors for the fiscal year 2019.

Art. 5 To approve the budget of revenues and expenditures for the fiscal year 2020.

 

 

In EXTRAORDINARY GENERAL MEETING, by

DECISION NO. 91/27.04.2020

There were approved by a total no of 1,002,718,101 valid expressed votes, accounting for 1,002,718,101 shares and 96.63% of the Company’s registered capital, out of which 1,002,718,101 “affirmative” votes accounting for 96.63% of the total share capital, no “negative” votes and no “abstain” votes, the followings:

Art. 1 To approve renunciation on property (as per the provisions of article 562 paragraph 2 from Romanian Civil Code) of 39% quota of ownership on the following plots of land the Company currently owns in Mogosoaia, Ilfov County (as per the provisions of article 553 paragraph 2 second sentence from Romanian Civil Code, the quota of ownership subject to such renunciation shall be acquired by Mogosoaia Municipality and will become private property based on Mogosoaia Local Council decision):

(1)      A plot of land with the surface of 9,000 sqm, identified with cadastral no 32 (former cadastral number 1272), registered within the Land Book no 32 (sporadic land book number 52061, former land book number 1133) of Mogosoaia, Ilfov County;

(2)      A plot of land with the surface of 1,000 sqm, identified with cadastral no 74 (former cadastral number 1273), registered within the Land Book no 74 (sporadic land book number 52903, former land book number 3413) of Mogosoaia, Ilfov County;

(3)      A plot of land with the surface of 13,000 sqm, identified with cadastral no 63 (former cadastral number 1277), registered within the Land Book no 63 (sporadic land book number 52060, former land book number 1132) of Mogosoaia, Ilfov County;

(4)      A plot of land with the surface of 12,000 sqm, identified with cadastral no 47 (former cadastral number 1279), registered within the Land Book no 47 (sporadic land book number 52063, former land book number 1135) of Mogosoaia, Ilfov County;

(5)      A plot of land with the surface of 9,000 sqm, identified with cadastral no 35 (former cadastral number 1276), registered within the Land Book no 35 (sporadic land book number 52062, former land book number 1134) of Mogosoaia, Ilfov County;

(6)      A plot of land with the surface of 40,000 sqm, identified with cadastral no 20 (former cadastral number 1187), registered within the Land Book no 20 (sporadic land book number 52033, former land book number 1037) of Mogosoaia, Ilfov County;

(7)      A plot of land with the surface of 88,552 sqm, identified with cadastral no 7, registered within the Land Book no 7 of Mogosoaia, Ilfov County; and a plot of land with a surface of 11,448 sqm, identified with cadastral no 16, registered within Land Book no 16 of Mogosoaia, Ilfov County (both plots previously forming the plot of land with a total surface of 100,000 sqm having cadastral number 1188, registered within the Land Book no 52032 – former land book number 1036 – of Mogosoaia, Ilfov County.

Given the provisions of article 562 paragraph 2 from Romanian Civil Code corroborated with the provisions of article 889 paragraph 1 from Romanian Civil Code, the ownership right on the 39% (thirty nine percent)  quota form the immovables subject to renunciation is extinguished by the registration of the waiver statement in the land book of the plots, so that the Company will remain owner of a 61% (sixty one percent) quota of ownership on the above-mentioned plots.

We undertake to inform Mogosoaia Municipality, Ilfov County  on issuance of our renunciation statement to the 39% (thirty nine percent) quota of ownership on the above-mentioned plots of land, as the administrative body on which territorial range are located the plots being subject to quota renunciation and we hereby state we are aware of the provisions of article 553 paragraph 2, second sentence form the Romanian Civil Code.

Art.2 To approve the empowerment of Mr. Samer AL SHALABI, CEO of the Company, for carrying out any formalities, negotiations or transactions and signing any intermediary documents necessary for preparing and concluding, as well as to sign all relevant document regarding the project “Development Area of Mogosoaia Commune, Ilfov County, Stage 1”: Bilateral Convention attached to Local Council Decision no 233/30.05.2018 and the statement for renunciation on the 39% quota of ownership of the above-mentioned plots of land and to represent the company in front of a notary public to authenticate such documents (when legislation in force provides such formality). Mr. Samer AL SHALABI, CEO of the Company, will be allowed to delegate its conferred powers to Mogosoaia City Hall in relation to the performance of the cadastral and notary operations (dismantling, joining, sharing, relocating) of the tax operations for the payment of taxes and legal fees, operations specified in the above-mentioned Bilateral Convention).

 

DECISION NO. 92/27.04.2020

There were approved by a total no of 1,002,718,101 valid expressed votes, accounting for 1,002,718,101 shares and 96.63% of the Company’s registered capital, out of which 1,002,718,101 “affirmative” votes accounting for 96.63% of the total share capital, no “negative” votes and no “abstain” votes, the followings:

Art. 1 To approve, in accordance with article 90 paragraph 1 of Law no 24/2017 on issuers of financial instruments and market operations, the conditions for the conclusion of one or more contracts for sale of company’s immoveable assets (non-current-assets), whose value exceeds 20% of total non-current assets, except for claims.

Such approval is given for the sale of a Property (land with the existing buildings erected on it) having an area of around 26.32 ha located in 80 Calea Bucuresti, Craiova, Dolj County (hereinafter the “Transaction”). Selling of the Property shall not affect the Company’s current activity (MER Division shall only be relocated).

The Property to be sold is composed out of the following plots:

(1)         A plot with the surface of 6,716 Sqm, registered within the Land Book no 205684, including the existing buildings erected on this plot;

(2)         A plot with the surface of 6,463 Sqm, registered within the Land Book no 206147, including the existing buildings erected on this plot;

(3)         A plot with the surface of 2,342 Sqm, registered within the Land Book no 205158, including the existing buildings erected on this plot;

(4)         A plot with the surface of 79 Sqm, registered within the Land Book no 205453, including the existing buildings erected on this plot;

(5)         A plot with the surface of 4,352 Sqm, registered within the Land Book no 211970, including the existing buildings erected on this plot;

(6)         A plot with the surface of 571 Sqm, registered within the Land Book no 205150, including the existing buildings erected on this plot;

(7)         A plot with the surface of 59 Sqm, registered within the Land Book no 211971, including the existing buildings erected on this plot;

(8)         A plot with the surface of 2,034 Sqm, registered within the Land Book no 210064, including the existing buildings erected on this plot;

(9)         A plot with the surface of 230 Sqm, registered within the Land Book no 210199, including the existing buildings erected on this plot;

(10)     A plot with the surface of 767 Sqm, registered within the Land Book no 210019, including the existing buildings erected on this plot;

(11)     A plot with the surface of 274 Sqm, registered within the Land Book no 211930, including the existing buildings erected on this plot;

(12)     A plot with the surface of 2,292 Sqm, registered within the Land Book no 232569, including the existing buildings erected on this plot;

(13)     A plot with the surface of 1,483 Sqm, registered within the Land Book no 232568, including the existing buildings erected on this plot;

(14)     A plot with the surface of 1,192 Sqm, registered within the Land Book no 230923, including the existing buildings erected on this plot;

(15)     A plot with the surface of 822 Sqm, registered within the Land Book no 211670, including the existing buildings erected on this plot;

(16)     A plot with the surface of 561 Sqm, registered within the Land Book no 230920, including the existing buildings erected on this plot;

(17)     A plot with the surface of 3,101 Sqm, registered within the Land Book no 230921, including the existing buildings erected on this plot;

(18)     A plot with the surface of 2,331 Sqm, registered within the Land Book no 205882, including the existing buildings erected on this plot;

(19)     A plot with the surface of 1,660 Sqm, registered within the Land Book no 210066, including the existing buildings erected on this plot;

(20)     A plot with the surface of 185 Sqm, registered within the Land Book no 206865, including the existing buildings erected on this plot;

(21)     A plot with the surface of 3,789 Sqm, registered within the Land Book no 211950, including the existing buildings erected on this plot;

(22)     A plot with the surface of 7,587 Sqm, registered within the Land Book no 211949, including the existing buildings erected on this plot;

(23)     A plot with the surface of 5,532 Sqm, registered within the Land Book no 211948, including the existing buildings erected on this plot;

(24)     A plot with the surface of 6,626 Sqm, registered within the Land Book no 211947, including the existing buildings erected on this plot;

(25)     A plot with the surface of around 13,651 Sqm, part of a plot with the total surface of 16,251 Sqm currently registered within the Land Book no 211666, including the existing buildings erected on this plot; exact surface and Land Book number shall be established by the Board of Directors after the demerger procedures;

(26)     A plot with the surface of 13,260 Sqm, registered within the Land Book no 211953, including the existing buildings erected on this plot;

(27)     A plot with the surface of 68,552 Sqm, registered within the Land Book no 213016, including the existing buildings erected on this plot;

(28)     A plot with the surface of 4,706 Sqm, registered within the Land Book no 213017, including the existing buildings erected on this plot;

(29)     A plot with the surface of 2,067 Sqm, registered within the Land Book no 211946, including the existing buildings erected on this plot;

(30)     A plot with the surface of 278 Sqm, registered within the Land Book no 211367, including the existing buildings erected on this plot;

(31)     A plot with the surface of 1,426 Sqm, registered within the Land Book no 211672, including the existing buildings erected on this plot;

(32)     A plot with the surface of 73,687 Sqm, registered within the Land Book no 211954, including the existing buildings erected on this plot;

(33)     A plot with the surface of 13,638 Sqm, registered within the Land Book no 223464, including the existing buildings erected on this plot;

(34)     A plot with the surface of around 5,879 Sqm, registered within the Land Book no 228961, including the existing buildings erected on this plot;

(35)     A plot with the surface of 2,257 Sqm, registered within the Land Book no 211368, including the existing buildings erected on this plot;

(36)     A plot with the surface of 249 Sqm, registered within the Land Book no 229488, including the existing buildings erected on this plot.

The minimum selling price of the Property shall be of 260 Euro/Sqm.

The CEO of the Company is empowered to negotiate with the potential buyers of the Property, to establish the selling price for the Property, with the observance of the minimum selling price.

The Transaction may be made by concluding several sale-purchase agreements (hereinafter the “Sale-Purchase Agreements”). The payment of the selling price may be agreed to be made in maximum 3 yearly instalments.

The CEO of the Company shall be empowered to negotiate with the Company’s creditors, including, without limitation, Blom Bank, the price payment modalities, so as to ensure the clearance of the Property of any existing encumbrances and to ensure the successful conclusion of the Transaction.

Art.2 To approve the destination of the amounts received from selling of the Property, as described at article 1 from the current Decision. The price to be obtained from the transfer of the Property shall be used for reimbursement of loans received by the Company from its majority shareholder and its affiliates.

Art. 3 To approve the empowerment of Mr. Samer AL SHALABI, CEO of the Company, for carrying out any formalities, negotiations or transactions and signing any intermediary documents necessary for concluding the Transaction and for signing the Sale-Purchase Agreements having as object the Property (non-current assets) and to represent the Company in front of the notary public for authenticating the Transaction documents (when legislation in force provides such formality), with the observance of the conditions set under the present Decision.

 

FOR ALL THE DECISIONS:

There were approved,

For both Ordinary and Extraordinary General Assembly of Shareholders by a total no of by a total no of 1,002,718,101 valid expressed votes, accounting for 1,002,718,101 shares and 96.63% of the Company’s registered capital, out of which 1,002,718,101 “affirmative” votes accounting for 96.63% of the total share capital, no “negative” votes and no “abstain” votes, the followings:

·         It was established the date of 21st of May 2020, as the registration date of the shareholders who will be affected by the decisions of the Ordinary and Extraordinary General Assembly of Shareholders.

·         It was established the date of 20th of May 2020, as ex-date”for the decisions of the Ordinary and Extraordinary General Assembly of Shareholders.

·         It was approved the authorization of the natural person that will complete the formalities of advertising and registration of the Assembly decisions. To this purpose, there was authorized Mr. Samer AL SHALABI – President, to complete the formalities of advertising and registration of the present decision, inlcuding to sign the updated Act of Incorporation. Mr. Samer AL SHALABI may mandate third parties, including the legal advisor of the company, to complete the formalities of advertising and registration of the Extraordinary General Assembly decision.

Additional information may be obtained at: 0372 703 450.

General Manager

Samer AL SHALABI

 

 



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved