Share capital increase - BoD Decision

EL SOCIETATEA ENERGETICA ELECTRICA S.A.

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: 10 December 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 on 9 December 2019 by the Board of Directors of Electrica (the “Board of Directors”) of the decisions regarding the results of the subscription of shares within the share capital increase of Electrica

Electrica would like to inform its shareholders and investors that on 9 December 2019, the Board of Directors adopted the decisions on the acknowledgement and approval of the subscription results for the shares offered within the share capital increase of Electrica with the granting of preference rights, as follows:

1)        out of the total number of 309,869 shares that were offered for subscription to the holders of preference rights, a total number of 208,554 new shares were subscribed, with a nominal value of RON 10 per share and a total nominal value of RON 2,085,540 (representing 67.3% from the total number of new shares offered for sale), out of which:

(i)                 207,466 ordinary, dematerialized and nominative subscribed shares, with a nominal value of RON 10 per share, at a subscription price of RON 10 per share, having the trading symbol EL on the Regulated Spot Market of the Bucharest Stock Exchange (the “BSE”) and ISIN: ROELECACNOR5 (the “Subscribed Shares”); and

(ii)               1,088 shares represented in the form of global depository receipts (“GDR”) issued pursuant to Regulation S, each GDR representing 4 Subscribed Shares, having the trading symbol ELSA on the Main Market operated by the London Stock Exchange (the “LSE”) and temporary ISIN US83367Y4052, which are not fungible with other GDRs already issued pursuant to Regulation S GDRs and are subject to restrictions on resale in the United States until 40 days after the date of issuance of these new GDRs issued pursuant to Regulation S. After the lapse of the 40 days from their issuance, the shares issued in the form of GDRs pursuant to Regulation S will be identified with the ISIN code US83367Y2072.

No shares in the form of GDRs issued pursuant to Rule 144A have been issued within the Share Capital Increase.

2)        the cancellation of 101,315 shares that were offered for subscription and remained unsubscribed was approved, in accordance with the provisions of the Resolution no. 1 of the Extraordinary General Meeting of Shareholders of Electrica dated 25 April 2019 and the decision of the Board of Directors no. 19 dated 4 October 2019.

3)        following the subscriptions acknowledged by the Board of Directors hereof, the Board of Directors approved the share capital increase of Electrica, by in-kind contribution and cash contribution, with the amount of RON 5,036,680, from the amount of RON 3,459,399,290 to the amount of RON 3,464,435,970, by issuance of a number of 503,668 new nominative and dematerialized shares with a nominal value of RON 10 per share, as follows:

(i)        295,114 new shares, representing the in-kind contribution of the Romanian State represented by the Ministry of Energy, following the acquirement of the certificates attesting the ownership rights issued by the Ministry of Economy, according to the evaluation report 151/2019 of 30 September 2019, prepared by the independent expert Mapps Master Appraisal S.R.L., an ANEVAR corporate member with registration number 0464, designated by the resolution no. 61670 / 09.05.2019 of the National Trade Register Office - the Bucharest Trade Register Office, within the file
no. 230529 / 08.05.2019; and

(ii)      208,554 new shares that were subscribed with cash contribution, within exercising the preference rights by the other shareholders of Electrica (i.e., except for the Romanian State).

4)        the corresponding amendment of the articles of association of Electrica was approved, to reflect Electrica’s share capital increase and the new shareholding structure of the share capital.

 

The Decisions of the Board of Directors no. 25 and no. 26 dated 9 December 2019 are attached to this current report. Also, the updated Articles of Association are available on the company’s website under section The Group>>About>>Articles of Association.

 

The new shares issued under the above mentioned conditions, including the value of Electrica’s new share capital following the share capital increase will be registered with the Trade Registry, with the Romanian Financial Supervisory Authority and with the Central Depository, in accordance with the applicable capital markets provisions. Following these registrations, the newly issued shares as a result of the share capital increase will be traded on the Regulated Spot Market of the Bucharest Stock Exchange and, respectively, on the Main Market of the London Stock Exchange, in the case of the global depository receipts.

 

 

 

Chief Strategy Officer           

Anamaria Acristini-Georgescu