Fondul Proprietatea SA (BVB:FP)
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Earnings Call: H2 2021

Feb 28, 2022

Operator

Good day, and welcome to the Fondul Proprietatea 2021 Results Conference Call. Today's conference is being recorded, and at this time, I would like to turn it over to Marius Dan. Please go ahead, sir.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Thank you. Good afternoon, and welcome everyone to our conference call to discuss the 2021 annual results of Fondul Proprietatea. Johan Meyer, CEO of Franklin Templeton International Services Bucharest Branch, as fund manager of Fondul Proprietatea, Cătălin Cadaru, head of financial reporting, and myself are pleased to host today's call. The 2021 annual results report can be found on the fund website in the financial results section, and the presentation that we'll be discussing was also sent out to you earlier today. It's also available on the fund's website at www.fondulproprietatea.ro in the investor relations call section. After the presentation, we will have a 30-minute Q&A session. As a reminder, the call is being recorded and the recording will be available on the fund's website right after the call. That being the agenda, I turn to Johan to start off with the presentation.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Thank you, Marius. Firstly, let me start by saying that our thoughts are with the innocent people that are affected by the conflict in neighboring Ukraine, and that we hope with all sincerity that the actors in the conflict will be able to find a swift resolution that minimizes human suffering. Second, I'd like to thank my colleagues at Franklin Templeton for preparing these results under what continues to be sometimes very challenging conditions, and that we're able to share these results with you today. Now, moving on to the discussion regarding the results. I'd like to start with slide two of the presentation. Here, we highlight the key facts about the fund.

At the end of January, the fund's net asset value was RON 13.6 billion, or $3.06 billion, and the NAV per share reached RON 2.3161 or $0.52. Total dividend yield for the three distributions approved by shareholders last year is just over 11%. On the right-hand side, you can see the evolution of the fund's adjusted share price and the discount or premium since the fund listing in January 2011. Since Friday's close, the fund was trading at a discount of 13.7% for the shares and 14.3% for the GDRs. Moving on to slide three. We present the fund shareholder structure as at 31 January 2022.

We already reported on the first of February, the remaining state represented by the Ministry of Finance paid RON 189 million to Fondul Proprietatea as payment for all the unpaid shares owned by the Romanian state. The registration of the payment of the share capital and the new values of the proportion of the share capital, the subscribed and paid up, finally, the subscribed and paid up will go inside, as well as the total voting rights of the Ministry of Finance has been registered with the Trade Registry and is currently in the process of being registered with the Financial Supervisory Authority as well as Depozitarul Central. Now moving on to slide four.

We show a summary of the net asset value, the share price, and the GDR performance since 2011, and the evolution of the fund's average annual discount on the Bucharest Stock Exchange and the London Stock Exchange. The net asset value total return in the first month of the year was 2.4%, and the total return for the local shares was 5.3%, while the total return for the GDRs was 0.1%. On slides five and six, we show the contributors to the fund's NAV performance in the fourth quarter of last year, as well as for the 2021 year. The top performer in the fourth quarter was Hidroelectrica, following the update of the independent valuation report for the company.

The listed holding OMV Petrom is the next best performer for the quarter, following the strong share price performance of the company. As mentioned earlier, the valuation updates in accordance with the International Valuation Standards were prepared for 19 unlisted holdings with the assistance of KPMG Advisory and Darian DRS. The valuation date was 31 October 2021, and the reports also considered the related subsequent events until 31 December 2021, such as dividends declared or changes in legislation. Following these valuation updates, Bucharest Airports, Salrom, and Constanța Port are also on the top performers list for the last quarter of the year. The main detractors or bottom performers in Q4 were the unlisted Engie and E-Distribuție companies, as well as the listed holding Alro. The overall performance for NAV was positive 8.7%.

For the full year 2021, shown on slide six, we have the same top performance, top performers as for the fourth quarter. On the bottom performers were the listed companies Alro and Romaero, followed by the unlisted E-Distribuție Banat, Zirom, and Enel Energie Muntenia. Overall, the performance of the NAV per share for 2021 was at 33.3%. The fund will continue to closely monitor the evolution of financial markets and that of the specific industries the unlisted holdings operate in for each NAV reporting date. Of course, if necessary, an update of the multiples analysis will be prepared, and the valuation of the unlisted holdings will be updated accordingly. Moving on to the next section, we're giving an update on the fund's portfolio. On slide eight, we show the portfolio structure as at the end of January.

85% in unlisted companies, 10% in listed equities, and 7% in net cash and receivables. The net cash and receivable position at January 31 was $227 million. The payment made by the Romanian state on 1st of February will be recorded in the fund's February NAV and will generate an increase in total assets of RON 189 million and the number of paid-up shares by 363.8 million, while the total impact on the NAV per share will be a decrease of 4.5%. On slide nine, we present the top 10 portfolio companies as at 31 January 2022, representing over 90% of the fund's net asset value, with Hidroelectrica representing almost 67% of the fund's NAV.

On slide 10, we show a summary of the 2021 preliminary financial results for the main portfolio companies that have released results so far for last year. I will elaborate a little bit more on these figures in the following slides. Slide 11, we provide some updates on Hidroelectrica. According to information provided by the management of the company, the preliminary figures for 2021 show on an unconsolidated basis, a turnover of RON 6.3 billion, representing a 65% year-on-year increase, as well as an EBITDA figure of RON 4.6 billion, an increase of 71% year-on-year. During the year, total electricity sold reached 17.1 TWh, up 7.1% year-on-year. Out of which electricity sold out of its own production reached 16.5 TWh , up 13.1% year-on-year.

The average realized electricity selling price was RON 336.9 per MWh, an increase of 57.5% year-on-year. At the end of December 2021, the company's cash and equivalents stood at RON 3.36 billion. Now, moving on to slide 12. We present the main updates on OMV Petrom, the fund's second- largest holding. On 20 January 2022, the fund announced the agreement to sell 2.275 billion ordinary shares in OMV Petrom, including a 50% exercise of the upside option held by the fund in the company following the completion of an accelerated book build. The selling price was RON 0.43 per share. In other words, 8.5% discount to the last closing price before the announcement.

The gross proceeds amount to RON 978 million and will be used to implement the fund's discount control mechanism by funding the buyback program as approved by the fund shareholders, and also the potential payment of dividend to the fund shareholders in the absence of exceptional market conditions or circumstances, and of course, being subject to any restrictions under Romanian legal or tax regulations, and of course, being subject to shareholder approval. After settlement, the fund's remaining participation in Petrom represents 2.98% of the company's share capital. In December, the company published its twenty twenty strategy report. The key pillars are a transition to low and zero carbon with a greener and more diversified portfolio being reached by investing in biofuels, alternative mobility and a renewable power generation, as well as other new technologies.

The target for the company is to become carbon neutral by 2050. It intends to grow regional gas. The target is to increase the share of the gas in the portfolio to 70%. In this context, the Neptun Deep project is considered strategic. Another pillar here is traditional business optimization with the outlook for gasoline and diesel demand to remain strong for the next decade. Therefore, OMV Petrom intends to continue to modernize and further integrate the current assets, ensuring security of energy supply and continued generation of value. Regarding the 2021 preliminary results, sales to external customers increased by 24%, compared to the previous year, mainly supported by higher prices and volumes sold of petroleum products.

The CLEAN CCS Operating Result was over 47% higher compared to 2020 on the back of increased oil prices, better refining margins, and improved performance of the power activity. 2021 net income was RON 2.8 billion versus just below RON 1.3 billion in 2020. The executive board proposed a 2021 dividend per share of 0.034, up 10% compared to the previous year and on the upper limit of the yearly increase in dividend payments guided in the latest long-term strategy. Moving on to slide 13. We present some updates on Bucharest Airports. The 2021 preliminary results show a net profit of RON 42.8 million, but the figure does not include end of year adjustments such as provisioning.

Traffic was recorded at 6.9 million passengers, in line with the budget, but still down 53% compared to pre-COVID levels. Management expects traffic to increase by 40% in 2022, reaching 9.7 million passengers, and thus envisages a profit of RON 56.5 million. The latest traffic report from ACI Europe, the airport industry trade body, reveals that traffic in EU airports increased in 2021 by 244%, but still 42% below 2019 pre-COVID levels. Regarding the Băneasa Airport share capital increase, following the 13th January 2022 hearing, the Bucharest Court of Appeal admitted the fund's request for the suspension of the extraordinary shareholder meeting decision regarding the share capital increase and ordered the suspension of the effects of the share capital increase until the claim for the annulment of the meeting is irrevocably settled.

Moving on to slide 14. We show the latest operational figures for Constanța Port. Preliminary 2021 results point to a net profit of RON 109 million, down 16% year-on-year as operating costs are estimated to have increased by 24% in 2021 compared to the previous year. Traffic reached an all-time high of 67.5 million tons of merchandise. Significant changes might be recorded in final 2021 financial results due to end of year results. Again, for example, provisioning. Now moving on to the corporate action section. I'd like to invite Marius to comment. Over to you, Marius.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Thank you, Johan. Moving to slide 16, we outlined the fund distribution since we started managing the fund. For 2021, the total distributions exceeded RON 1.5 billion, and this amount includes the buybacks executing during the 12 buyback program, as well as the three special gross distributions approved by the fund shareholders during the year. For 2022, we are showing here the estimation for the RON 12.5 per share gross dividend distribution that we propose for shareholders approval in the upcoming annual shareholder meeting that will take place on the 20th of April. This will bring the total distributions that we have made since 2010 to RON 16 billion or approximately $4.2 billion.

Moving forward to slide 17, we outlined the latest updates on the fund buyback programs. On 31st of January, we started the execution of the 13th buyback program, and this is for just over 12% of the outstanding shares. The program is for the acquisition of 800 million shares. So far, for the shares that we bought back until the 18th of February, the average share price paid in the repurchases was RON 2.0757. We're also closely monitoring the discount to NAV, given the current volatility, and we will act in accordance with a discount control mechanism as our cash position allows us to do so.

At any point in time now that the quiet period has ended, we will be able to accelerate the buyback program through a tender offer. Moving forward to slide 18, we outlined the gross cash distribution proposal for 2021 financial year. The fund reported audited net profit of around RON 5 billion for 2021. In line with the cash distribution policy, the amount is calculated as the sum of the fund's annual dividend income from portfolio companies, except special cash distributions, plus interest on cash balance, less expenses and taxation, and less compulsory allocation to reserves according to the regulations in force in each case for the year.

For the 2021 financial year, the distributable profit is, you know, based on the calculation mentioned above, RON 303,500 million . However, taking into account the high level of 2021 accounting profit, existing cash balance, as well as our estimation of a high level of future cash position based on the cash flow forecasting for the coming months through a combination of disposals and dividend income, our proposal is to distribute a gross special dividend of RON 12.5 per share. The main dates related to the proposed gross cash distribution, if approved by the fund shareholders, will be second of June as ex-date, third of June as registration date, and then 27th of June as the payment date.

Moving forward, on slides 19 and 20, we include the main points on the agenda of the annual shareholder meeting to be held on the 20th of April. Just a few points that we want to highlight, the approval of several amendments to the Constitutive Act of the fund. The approval of the decrease of the subscriber share capital due to the cancellation of the shares acquired in 2021. Presentations of the performance report, as well as the board of nominees annual report for 2021. The approval of the annual activity report of the sole director of Fondul Proprietatea. The approval of the remuneration policy of the fund. The approval of an increase of the gross monthly remuneration for each member of the board of nominees by 10%.

The approval of an additional fixed gross monthly remuneration for the chairperson of the Board of Nominees of 25% of the base monthly remuneration, and of an additional fixed gross monthly remuneration of 20% of the base for the chairperson of the audit and valuation committee, as well as the chairperson of the nomination and remuneration committee. The approval of an increased notice period in case of withdrawal from the position of member of the Board of Nominees from the current 15 working days in advance to three months in advance. The appointment of a member on the Board of Nominees following the resignation of Mark Gitenstein. The approval to cover the negative reserves arising out of the cancellation of the treasury shares acquired during 2020 through the 11th buyback program.

The approval to allocate to other reserves an amount of RON 230.6 million from the 2021 net accounting profit to be used for covering the negative reserves estimated to arise from the cancellation of treasury shares acquired during 2021 in the 12th buyback program. The approval of the 2021 remaining net accounting profit, including the approval of the distribution of the annual gross dividend of RON 12.5 per share, mentioned before. Approval of additional fees incurred by Deloitte, the auditor. The approval of the continuation of the current mandate of Franklin Templeton International Services as AIFM and sole director of Fondul Proprietatea. In case the point above is not approved by shareholders, this refers to the approval of the continuation of the current mandate of Franklin Templeton.

Either the approval of a simultaneous termination of the mandate of Franklin Templeton as the AIFM and sole director and of the management agreement, beginning with the earliest of either the appointment of a new fund manager and sole director in accordance with the terms of the management agreement or 1st of November 2022, and then the procedure to be observed for the selection of a new fund manager and sole director, which would be a secret vote. Moving on to slide 21, you can see the 2022 financial calendar for Fondul Proprietatea. Given our current expectation for the Hidroelectrica IPO to take place later in the year, it is our intention to organize an in-person investor day during September 14 through 16, 2022.

Which would include, ideally, a site visit to the Hidroelectrica Iron Gate Power Plant, which is the company's largest asset, panel discussions, as well as one-on-one and group meetings. In that regard, we would appreciate any feedback regarding your ability and/or desire to travel to Romania before we start engaging or incurring any costs for such an event. Would appreciate any kind of feedback you could send our way. The Fund's financial results for the year are presented on slides 23, 24, and I would like to invite Cătălin Cadaru, Head of Financial Reporting, to comment.

Cătălin Cadaru
Head of Financial Reporting, Franklin Templeton

Thank you, Marius. For the balance sheet of Fondul as at the end of 31st December 2021, the most significant event related to the increase in the portfolio may be driven by the strong performance of Hidroelectrica and the increase in share price for OMV Petrom. Related to Petrom, we should note that part of the shares that were disposed during January 2022 were presented separately in the balance sheet as non-current asset held for sale. This is only a presentation requirement. No adjustment was made to the valuation of the shares. In terms of the liabilities, you can see an increase of the balance at the end of last year, and this is due to the third special distribution that was approved during 15 December GSM, for which the payment date start.

The payment started on 18 February 2022. Moving on to the next slide, you can see the audited profit mentioned by Marius earlier of just about RON 5 billion. The main contributor for this profit was the change in the fair value of the portfolio, coming again from Hidroelectrica and Petrom, as well as the gross dividend income of RON 655 million, coming also from Hidroelectrica and Petrom. Thank you, Marius.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Thank you very much, Cătălin. At this point, we would like to open it up for any questions.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

All right. I see we already have a couple coming in through the web.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Yes, we have.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Oh, yeah.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

A few questions. Go ahead, Johan.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

I'll start with those. The first one comes from Peter at Intercapital Asset Management. Can you comment on the Hidroelectrica IPO? Yes. The next step that lies ahead is obtaining formal shareholder approval at the level of Hidroelectrica to commence with the IPO activities and preparations. In the meantime, we have started with the selection process for advisory services to support us in the process. In the background, the conversation is continuing between ourselves, the majority shareholder and various other stakeholders. The next milestone to look forward to, as I mentioned, is the formal agreement between shareholders for the listing of the company.

As mentioned last week during the ZF Power Summit, we would have an objective of having the company listed by the end of this year. Moving on to the impact of the conflict in Ukraine on the business, again from Peter. Still very early in the process. I think one company that could potentially be affected is Alro having a Russian majority shareholding. There may be, as we've seen comments from the ministry, potential impact on state aid profile being paid to those companies, but that remains to be seen. Other companies in the portfolio are very limited, if indeed any impact.

Third question from Peter: Can you comment more on the history of the Ministry of Finance and the shareholder deal? The history of this goes back to when the fund was set up in 2005. There was initial value of the fund that was determined, and subsequent to that, there was an independent valuation done on the assets that were actually injected into the fund. There was a difference between that, with the value of the underlying assets not meeting up with the initial value of the fund, and these unpaid shares were created.

The Ministry of Finance was able to redeem during this period with additional cash contributions or payments in kind. They have done so in various instances in recent years. I think the last transaction which has occurred was around 2014. We received the notification at the beginning of February that they intend to make the payment for the full balance of the unpaid shares. That is a historical issue that has now been resolved. Moving on to a question from Juliana from Wood. What triggered the latest evaluations for-

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Before-

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Sorry, go ahead.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Before we do that, we have two questions on the phone, and we can come back to the questions online. Operator, please go ahead.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Yeah.

Operator

Thank you. We'll take our first audio question from Caius Rapanu in BCR.

Caius Rapanu
Senior Equity Analyst, BCR

Hi. I'm just coming back a little bit to the timeline of Hidroelectrica listing. We were expecting the shareholders meeting to have happened already in January and February. Do you have any idea why is it being delayed, and when do you expect it to happen? If you are finding any kind of pushback from different parts of the government against that?

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Yeah. I think the only outstanding part of the discussion is support for a dual listing. What we have at the moment is, as publicly indicated by the Minister of Energy, is a support for listing in Bucharest. Obviously, considering the potential size of the transaction, and the valuation that we would like to achieve, we are of the very firm opinion that, to make a success and to meet the requirements of the recovery and resilience program, that a dual listing would be necessary. That is a discussion that continues with the Ministry of Energy and other stakeholders. We intend to move ahead with the overall process as soon as practically possible.

Caius Rapanu
Senior Equity Analyst, BCR

Thank you. Realistically, when should we expect this shareholders meeting to take place?

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

It's in the short term is all I can say. There's certainly not an intentional effort to delay this, but we would like to have all the understandings in place. We still need to have a couple of very high-level discussions in order to see what will be possible. I think my initial comment on the target timeline holds before the end of the year. I think a critical date there is no later than the twelfth of November, considering the need to use the interim financials or the half- year financials for Hidroelectrica. That would be the objective.

Caius Rapanu
Senior Equity Analyst, BCR

Great. Thank you so much.

Operator

Thank you. We'll take our next question from Deepinder Bhatia, Bayard Asset Management. Please go ahead.

Deepinder Bhatia
Founder, Bayard Asset Management

Thank you, gentlemen, for the call. Actually, Caius already asked a portion of the question I had about the evolution of the discussion about the dual listing, so thank you for that. Just a follow-up to that, not very technical, but I think, Johan, you were on a panel recently where representatives from the local stock exchange and others were vociferous about the capacity of the local market to be able to absorb this deal. This was some local financial journal that had hosted it, I guess.

I was just curious, you know, is the signaling or the body language so far emerging one of likely to be a head-on, I don't wanna say conflict, but at least a head-on issue between Fondul and other relevant players who would love to see the entire listing done domestically? Then I have a second question as a follow-up after that. Thanks.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Thanks, Deepinder, and good to hear from you. Yeah, I certainly wouldn't say a head-on conflict. Like, what we are clearly trying to do is to present the benefits of a properly structured listing for Hidroelectrica, considering the potential of the company in terms of size, in terms of liquidity. We would just like to have the maximum flexibility as we go through this process. That is the message that we're trying to communicate. I think it's for all to see what the potential is of the Bucharest Stock Exchange.

When you compare the existing size or the size, at least in terms of our valuation and the potential size of Hidroelectrica, then it's clear to see that there may be some challenges in getting such a stake listed only on Bucharest. You know, there are a couple of variables in this equation. Of course, we would like to see a company listed or the company listed. We would like to see an appropriate value placed on the asset. But it goes back to the principle that any transaction will require shareholder support.

We do have the confirmation that we have support to go on with the process, and we're just trying to, well, to go through this, and as I said, just to make sure that we have

The appropriate level of flexibility in order to maximize value here. I cannot comment on in terms of how exactly this is going to play out. Obviously, we're very firm in our position and this is clearly in the interest of all shareholders that we're trying to do this.

Deepinder Bhatia
Founder, Bayard Asset Management

Thank you. You know, dealing with conflicts and potential conflicts is something that I've always thought of at Fondul as a core business competency, so I don't worry about that at all. I'm sure you'll figure out exactly how to best resolve this. No issues there. There is a deadline by which the Romanian government has to make certain changes in its capital markets, including such as the listing of Hidroelectrica, in order to be able to legitimately accept the certain European funding. I apologize I'm not fully clear on the details, but is there a deadline by which they are required to check off this box?

What is that deadline, if there is one that's actually already more or less, well, written in stone, I guess?

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

In the Recovery and Resilience Program, Marius, please correct me if I'm wrong, but I think it's June 2023.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Yeah, that's correct.

Deepinder Bhatia
Founder, Bayard Asset Management

Got it.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

The government has undertaken this responsibility to have a listing of Hidroelectrica by June 2023. The language in there is quite broad. It doesn't specify whether the Ministry of Energy would have to sell 15% of the company or whether them supporting an IPO, which is done by Fondul selling the stake, a 15% stake in the company, would also fulfill that criteria. That's something that we're discussing with them and, you know, they will probably get more clarity from the European Commission. We are proceeding under the idea that we will be the only sellers in the IPO.

Of course, if at any point in time, the Ministry of Energy will decide to sell a stake in the company, they will already have a listed company. It would be much easier to do an accelerated book build offering or a secondary offering.

Deepinder Bhatia
Founder, Bayard Asset Management

Got it. I have a final question, but I'll come back in queue. Thank you very much, gentlemen. Hopefully, I'll speak with you again in a few minutes. Thank you.

Operator

There are no other audio questions at this time.

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Thank you. Marius, if you don't mind, or Cătălin, perhaps, the latest revaluations for Hidroelectrica. Obviously, there are a couple of points here that we perhaps can't comment on. For example, the power price. I think it's just to provide the context on the revaluations, please.

Cătălin Cadaru
Head of Financial Reporting, Franklin Templeton

Sure. Do you want me to take this, Marius?

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Sure. Go ahead, Cătălin, and I can fill in if necessary.

Cătălin Cadaru
Head of Financial Reporting, Franklin Templeton

Thank you. The main reason for the update, the report, was related to Hidroelectrica results in Q4. Usually, our annual process is based on the financial information of the companies as at 30 of September 2021, in our case, because this process takes a lot of time. Usually, at the end of the year, we check whether something significant happened during the last Q4. In this case, we obtained, after the NAV publication, the first draft preliminary results from Hidroelectrica, and we assessed that this would have a significant impact. This is why the additional report was prepared.

Because we were still in the adjusting phase of the financial statement, it is reflected as at 31st December in the financial statement, and it was incorporated in the January NAV as soon as the valuation report from KPMG was finalized and all the approvals were obtained. The latest report covers the full 2021 year of the linear results of the company. On the windfall tax, as far as I remember, it is based on the budget of the company. All the valuation reports that Fondul is preparing are prepared under two methods. In case of Hidroelectrica, the primary method is the market approach, while the secondary method, the DCF, is based on the company budget and discussions that KPMG is having with the management.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Thank you, Cătălin. Moving forward to the next question, would you guys be able to comment on recent headline that Romanian government will support IPO of Hidroelectrica only in Bucharest? I think we've commented on that, and we will continue to engage with the government because we strongly believe that the dual listing of Hidroelectrica will maximize the valuation of the company, given the size of the transaction and the size of the expected market cap of the company compared to the entire market cap of the Bucharest Stock Exchange, which is only $20 billion at this point. Moving on to question number six. Can you comment on the potential reduction of the threshold for windfall tax from RON 450 MWh t o RON 300 per MWh, the tax could be applied for one year from April 2022 to March 2023. Would that delay the listing?

Johan Meyer
CEO of Bucharest Branch, Franklin Templeton

Yeah. Very early stages yet, so certainly too early to make any comments as it relates to a listing. Obviously, any legislative change that would impact the profitability would have an impact on the valuation for the company, and quite frankly, I think should be avoided at all costs. You know, you understand the context in which this is happening, but I think the legislators need to be very aware of the potential impact here. Of course, this is only in draft form at the moment, and there will be various consultations over the next weeks before this proceeds to the next phase.

We continue to very closely monitor and engage with the related bodies in order to discuss the potential impact of such a change in legislation.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Moving on to the last question that we have online. Could we know what is stopping the Ministry of Finance from accepting a dual listing? This comes from Amos San from CSM. It's not a Ministry of Finance. It's I think there's some confusion at the political level in Romania, which we are trying to resolve by explaining what the benefits not only for the Bucharest Stock Exchange, not only for the company, but for the country in general, a dual listing of Hidroelectrica would have, because the company would be highly visible. It would be the third-largest energy producer on the London Stock Exchange. Romania would be under a lot of spotlight with the IPO and afterwards.

We certainly believe that it would be a missed opportunity not to have the company listed on the London Stock Exchange as well. I think the confusion at the political level comes from some lobbying done by local stakeholders, as well as the numbers that we've seen in the media and most likely used in private discussions with political stakeholders regarding the size of the transaction, because we've continued to see you know RON 1 billion-RON 1.5 billion as the size of the transaction. And that number is not correct because if we think about listing 15% of the company, of course, depending on the valuation, we are expecting significantly higher numbers than that.

In order to generate a strong book, we need a dual listing because we would have to have the transaction, you know, 2x or 3x oversubscribed. We are putting in a lot of effort to rectify these misconceptions and the arguments that are being currently used to stop a dual listing, which we consider that are not correct. We certainly hope to reach a resolution very soon in order to move forward with the shareholder meeting of Hidroelectrica to approve the IPO. We have one more question from Iuliana Ciopraga at WOOD & Company. Can you please provide any color on the power price embedded in the valuation of Hidroelectrica? I understand it is partially based on the budget.

What is the average power price reflected in the budget? I think we've covered the question on the valuation, Iuliana. We refrain from making comments on the underlying assumptions that the company is using for constructing the budget. As we've seen, you know, in the past few years, these budgets can be exceeded significantly. But since it is not publicly available yet, you know, we can have a discussion on this once the company will publish it. These are all the questions that we have online. Operator, just wanted to check if there's a question on the phone.

Operator

Yes, we have a follow-up question from Deepinder Bhatia at Bayard Asset Management. Please, go ahead.

Deepinder Bhatia
Founder, Bayard Asset Management

Thank you. This is just a technical question. I'm sure there's an easy answer. On page six, when I add up the change in NAV performances that are on the positive side of the ledger, it just adds up to, seems to me, about 45%. The negatives on the top five are kinda less than half a percent, it seems to me. Call it about 45%. Is the net increase just shown by the top five positive and negative?

The total NAV change was 33%, and that's nearly a 12% drag on the net NAV change coming from items that are beyond number five on the negative side of the ledger. There are probably other positives on the positive side beyond number five. I'm just curious, what is it that's causing such a large reduction in the NAV from at least the top five each that we can see on the positive and negative side, and the net number that we finally see at 33%?

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

I think because for the individual companies what we are reflecting here is the change in the NAV per share. For instance, for Petrom, that's the increase in the share price that has taken place during the period. You would have to weight this for the holding of the company in the fund's NAV. That's why the actual impact on the NAV per share change is smaller than if you were to add up all these companies together.

Deepinder Bhatia
Founder, Bayard Asset Management

Actually, Marius, I think that this last column is a weighted change, but I may be wrong. I'll go back, have a look at it, and reach out to you offline. I'll go back and look at the detailed NAV statement and come back to you if I still have a question.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Okay. Thank you.

Deepinder Bhatia
Founder, Bayard Asset Management

Thank you.

Operator

There's no other questions at this time.

Marius Dan
Senior Executive Director of Corporate Startegy and Investor Relations, Franklin Templeton

Okay. In that case, we would like to thank everyone for your time today. For any additional questions or feedback, please, feel free to reach out to us at any time. Thank you very much.

Operator

Thank you. This will conclude today's conference call. Thank you for your participation, ladies and gentlemen. You may now disconnect.

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