Information and Prospectus for Transelectrica SPO

Swiss Capital SA, as a Member of the Consortium for managing the Secondary Public Offering of shares in CNTEE Transelectrica (exchange symbol ‘TEL’), is pleased to make available to you the Prospectus for the SPO.

 

IMPORTANT NOTICE

You must read and acknowledge this notice before accessing the following pages of our website.

The following pages of the website contain the prospectus related to the sale offer of 15% of the Shares in the Romanian National Power Grid Company Transelectrica S.A. (“Transelectrica S.A.”) approved by the Romanian National Securities Commission (“RNSC”) by decision________/2012 (the “Prospectus”). The Offer of Transelectrica Shares is being made solely on the basis of the published Prospectus approved by the RNSC.

The following pages contain the electronic version of the Prospectus and of the approval decision issued by the RNSC.

The hard copy of the Prospectus is available at the headquarters of the intermediaries Banca Comerciala Romana, Intercapital and Swiss Capital as well as at the secondary offices of the Issuer.

An investment decision with respect to the shares of Transelectrica must be made only on the basis of the Prospectus published according to the Romanian law. Solely the information contained in the Prospectus is legally binding with respect to the Offer of Transelectrica Shares.

READ THE PROSPECTUS PRIOR TO SUBSCRIBING

Any physical or legal person, resident or non-resident, may subscribe Shares in the Offering according to the approved Prospectus, subject to the applicable laws and regulations, provisions and restrictions included in the Prospectus, read as a whole.

You are advised to read this notice carefully before accessing or making any other use of the Prospectus.

In accessing the Prospectus, you understand and acknowledge that nothing in this electronic transmission constitutes an offer to sale or a solicitation to buy any securities of Transelectrica S.A. in the United States of America or in any other jurisdiction where it is unlawful to sell or solicit acquisition of securities.

The Prospectus is made available only if you confirm that you are permitted to have access to it in accordance with the applicable law and if you hereby represent to us that you are not a person from the United States of America, Australia, Canada and Japan, nor a person from any other jurisdiction to whom it is unlawful to make such offer or solicitation.

You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and that you have acknowledged the fact that this is a Prospectus and that the secondary public offering of the shares in Transelectrica S.A. shall not be addressed and distributed outside Romania to the public, the information contained in the following website being solely intended for the public in Romania.

In particular, we draw your attention that, there will be no public offering of the shares in Transelectrica S.A. in any EU or EEA country (other than Romania) or in any non-EU or EEA country including in the United States of America, Australia, Canada or Japan or to any residents or persons who are physically located in these countries.

Considering the fact that no measure has been taken in order to carry out a public offering of the shares in Transelectrica SA in any other country, except Romania, if you are from outside Romania you must ensure that you are entitled to have access to the Prospectus, because you are a qualified investor in the meaning of the Prospectus Directive 2003/71/EC and because you are permitted by the laws applicable in your country.

Failure to comply with the restrictions and limitations mentioned above can constitute a violation of the applicable securities legislation.

The information contained on the following pages, must not be distributed to the public or un-authorized persons outside the Romanian territory. None of the Issuer, the Offeror or the Syndicate Members accepts any liability and responsibility in respect of the reproduction or distribution of this electronic version to any un-authorized persons outside Romania.

To visit the following pages of the website, please confirm that all the following statements apply to your person:
(1) I have read and understood the above legend and accept its terms,
(2) I am not a person to whom the above restrictions apply.

If you cannot make this confirmation, you must press the button marked “I DO NOT CONFIRM”.

By clicking on the “I CONFIRM” button below, you will be deemed to be bound by the above terms and conditions regarding the access to the Prospectus.

WARNING:

THE APPROVAL AUTHORIZATION GIVEN TO THE PUBLIC OFFERING PROSPECTUS IS NOT A GUARANTEE AND DOES NOT REPRESENT AN ASSESSMENT BY THE NATIONAL SECURITIES COMMISSION AS TO THE OPPORTUNITY, ADVANTAGES OR DISADVANTAGES, PROFIT OR RISKS OF ANY TRANSACTIONS CONCLUDED IN CONNECTION WITH THE PUBLIC OFFERING. THE APPROVAL DECISION ONLY CERTIFIES THE CONFORMITY OF THE PROSPECTUS WITH THE LEGAL REQUIREMENTS AND RULES ENACTED FOR THEIR IMPLEMENTATION.
Investors shall rely on the content of the Prospectus in taking an investment decision.

This post is also available in Romanian