2014 Initial Public Offering
Electrica – Decizia Autoritătii de Supraveghere Financiară de aprobare a Amendamentului la Prospectul (Romanian Financial Services Authority approval of the Supplementary Prospectus – Romanian Version only)
Electrica – Noul Act Constitutiv, care va intra in vigoare dupa Inchiderea cu Succes a Ofertei / New Articles of Incorporation which will enter into force subject to Successful Closing of the Offering (Romanian Version only)
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Please read the following notice carefully before deciding to access the link below in order to access information regarding the offering ("The Offering") launched by Societatea Comerciala de Distributie si Furnizare a Energiei Electrica "ELECTRICA" S.A ("Electrica" or the "Company"), a joint stock company incorporated under the laws of Romania, of 177,188,744 ordinary shares in the share capital of the Company, each of which will be issued, fully paid with a par value of RON 10 and carrying one vote in the GMS (the "Shares"). The Offering comprises an offering of 177,188,744 Shares in the form of Shares (the "Offer Shares") and global depositary receipts (the "GDRs" and, together with the Shares, the "Securities") having Shares as underlying securities (the "Offer GDRs" and, together with the Offer Shares, the "Offer Securities") with one GDR representing an interest in four Shares. The final offer price (the "Final Offer Price") of the Offer Securities will be within the offer price range (the "Offer Price Range"). The Offering is structured as an offering of Offer Securities (1) in Romania to the public; (2) in the United States to certain qualified institutional buyers ("QIBs") as defined in, and in reliance on, Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended (the "Securities Act") or another exemption from the registration requirements of the Securities Act; and (3) outside the United States and Romania in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
The Company, and Citigroup Global Markets Limited, Raiffeisen Bank, Societe Generale, BRD – Groupe Societe Generale and Swiss Capital, (together being referred to as "Managers") are not responsible for any breach of applicable law and regulations regarding the securities by any person in relation to the Offering.
You cannot acces the following webpages if you are phisically present in any jurisdiction in which accessing the respective information is prohibited by law or any regulation or in which there is a legal obligation to obtain approvals or send notifications or to make any other formalities, including in the United States, Australia, Canada and Japan. Information presented on this website does not represent an offer, or a soliciation of an offer to subscribe for, or to purchase any of the Company’s shares in the United States or to any person in any jurisdiction for which or in which such an offer or solicitation is unlawful, and, especially, it cannot be delivered or distributed in the United States, Australia, Canada and Japan or to any resident of these states or in any jurisdiction in which such a delivery or distribution is prohibited by law or in which there is a legal obligation to obtain approvals or to send notifications.
The Shares have not been and will not be registered with the United States Securities and Exchange Commission under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. No federal or state court and no securities regulatory authority within the US has expressed its consent or disagreement in relation to the Shares and it has not taken any decision regarding the appropriate presentation or the accuracy of the information herein. Any representation to the contrary constitutes a criminal offense in the United States.
The Shares have not been and will not be registered in accordance with securities legislation applicable in Australia, Canada or Japan and, under some exemptions, these cannot be offered or sold directly or indirectly in Australia, Canada or Japan.
Any public offering of securities which can be considered to be made based on the information herein in any Member State of the EEA which has implemented the EU Directive 2003/71/EC, as amended (together with any implementation measures within any Member State, the "Prospectus Directive"), other than Romania, is addressed exclusively to qualified investors (in the meaining og Article 2.1 (e) of the Prospectus Directive) of the respective Member State.
The information herein are distributed and delivered only to the attention of (i) persons who are outside the territory of Great Britain or (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the financial services and markets act 2000 (Financial Promotion) order 2005 (the "Order") or (iii) high net worth entities and to any other persons to whom they may lawfully be communicated and which fall under article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the information herein relates shall be available and are addressed exclusively to the Relevant Persons. Any person who is not a Relevant Person should not act in accordance with or based on the information herein.
Information contained in the following webpages does not constitute any publicity for the securities in Romania, nor an offering, or an invitation to make an offer, purchase, buy, sell, exchange or transfer any securities in Romania.
Information contained in the following webpages can be printed, but cannot be forwarded through e-mail.
"Please confirm if you agree or disagree with the above restrictions."
We regret to inform you we cannot allow access to this section of our website, due to existing restrictions.
Due to applicable legal restrictions, electronic versions of these materials are not directed at or accessible by persons located in the United States. We apologise for any inconvenience this may cause.
However, if you are a "qualified institutional buyer" (as defined in Rule 144A under the United States Securities Act of 1933, as amended), and wish to access the information on the following pages, please contact our Sales & Trading Department.
Due to applicable legal restrictions, electronic versions of these materials are not directed at or accessible by persons located in Australia, Canada or Japan. We apologise for any inconvenience this may cause.