Ladies and gentlemen, good day. My name is Abby, and I'll be your conference operator today. At this time, I would like to welcome everyone to the Fondul Proprietatea third quarter 2023 results conference call. Today's conference is being recorded, and all lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during that time, simply press the star key, followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one a second time. Thank you, and I will now turn the conference over to Marius Dan, Deputy CEO of Corporate Strategy. You may begin.
Thank you very much. Good afternoon, and welcome everybody to our conference call to discuss the third quarter 2023 results and the October 2023 net asset value developments. Johan Meyer, CEO, Romania and Portfolio Manager, Cătălin Cadaru, Financial Reporting Manager, and myself are pleased to host today's call. The third quarter 2023 results report can be found on the fund's website in the Financial Results section, and the presentation that we will be discussing is also available on our website at www.fondulproprietatea.ro in the Investor Relations Call section. After the presentation, we will have a 30 minute Q&A session. That being the agenda, I'd like to invite Johan to comment. I'll start with the presentation with the slide two where we highlight the key facts about the fund.
At the end of October 2023, the fund's net asset value was RON 3.38 billion or $720 million, and the NAV per share has reached RON 0.6457 or $0.138686. On the right-hand side, you can also see the evolution of the fund's adjusted share price and the discount premium since the fund's listing in January 2011. As of yesterday's close, the fund was trading at a discount of 15.92% for the shares, and slightly higher for the GDRs at 18.78%. On slide three, we present the fund's shareholder structure as of the October 31st .
There are no significant changes in the shareholder structure since our last conference call, neither on the list of the largest shareholders nor the major categories. One thing to emphasize, though, is the fact that the number of shareholders has increased to 22,602. Moving forward to slide four of the presentation, we show a summary of the NAV share price and 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 NAV total return for the first nine months of this year was -5%.
Total return for the local shares was a positive 16.5%, while the total return for the GDR was 2.7%. For the first ten months of the year, the NAV total return was 4.6% down. Total return for the local shares was an increase of 35.9%, while the total return for the GDRs was 23%, and this performance was influenced by the adjustment with a significant distribution on the back of the Hidroelectrica IPO, the cash distribution of RON 1.72 per share. Moving on to slide five, we showed the contributors to the fund's NAV performance for the third quarter. No significant changes here.
If we look at the nine month period, we can see that the largest changes, the largest contributors to the performance of the NAV were Bucharest Airports, with a change in the NAV per per share of 16.1%, Salrom with 8.6%, Engie with 11.3%, and then Distribuție Muntenia with 22% the most than the Constanța Port. Whereas the bottom performance were Alro and Romaero, and, of course, Hidroelectrica, which was completely sold in the during the third quarter of this year. Moving on to the portfolio, I would like to invite Johan now to comment. Johan?
Thanks, Marius. So, yeah, on slide eight, we show the portfolio structure as at the end of October 60% in unlisted companies, so 4 % and 4.6% unlisted equities, and the remainder in cash and receivables. At the end of the month, it was $260 million. On slide nine, we present the main portfolio companies also, as of the end of October, which represents 60.6% of the fund's net asset value. Moving on to slide 10, we show the main outcomes of the Hidroelectrica IPO, the transaction details, and the key highlights, as well as the timeline. So following the IPO and the exercise, exercising the over-allotment option, the fund sold its entire stake of 19.94% in Hidro, which was backed by strong local and international long-only demand.
The book was multiple times oversubscribed throughout the price range, therefore, allowing us to price the deal at the upper half of the range at RON 104 per share.
... And as shown on slide 11, the EUR 1.9 billion IPO makes it the largest in Romania ever, also the third largest in the history on a Central Eastern European exchange, and the largest in Europe in 2023 year to date. Moving on to slide 12, we present the updates for Bucharest Airports. Pleasing development here, that traffic has recovered to pre-COVID levels in the first nine months of 2023, increasing by 18% year-on-year, reaching 11.1 million passengers. And this was the main driver for the increased operating profits, which was up 32% year-on-year to RON 420 million. On the corporate governance front, all the board members have interim mandates and the selection process has started, and we expect to be finalized in the next two months.
Moving on to slide 13, for Constanța Ports, traffic reached 65.9 million tons in the first nine months, an increase of 15.5% year-on-year, on the back of cereals and oil seeds linked to traffic being diverted from Ukraine. Overall, traffic of merchandise in relation with Ukraine increased 2.6x year-on-year to 17.4 million tons. The increased traffic drove 9% year-on-year improvement in operating profitability to RON 180 million. Also, on corporate governance, the board, the board has interim mandates. And in this case, the selection process for the full mandates have not yet started. Moving on to slide 14, Salrom, corporate governance.
We kick off here in January 2023, the shareholders approved the relaunch of the selection process for the board members based on Ordinance 109/2011, with selection procedure being conducted at the level of the Ministry of Economy. Currently, no surprises, all board members have interim mandates. Regarding the company's IPO, the fund continues to engage with the majority shareholder and the company in relation to preparations for a potential IPO, in the context of a protracted process for the appointment of the company's directors under the corporate governance rules applicable to state-owned entities. Now, moving on to slide 15, we also present some updates on Enel. So on the 26th of October 2023, the sale of the fund's entire holding in the Enel group subsidiaries was finalized.
The transaction was concluded following the closing of the agreement between Enel S.p.A. and the Greek company Public Power Corporation S.A. for the sale of all the equity stakes held by the Enel group in Romania. Following the transaction, the fund no longer holds any shares in any of the Enel companies in Romania. The fund received gross proceeds of RON 650 million following the completion of the transaction, and this will be used in accordance with the discount control methodology techniques set out in the investment policy statement. Moving on to slide 16, we show the key financials for the fund's largest holdings, also including the 2022 figures, as approved by shareholders. Moving to corporate actions, I'd pass back to Marius.
Thank you, Johan. Looking at slide eighteen, this is where we outline the fund distribution since we started managing the fund. The 2023 amounts are the current estimations we've made based on the buybacks that have been executed so far, the finalized and the ongoing tender offers, as well as the dividend distributions approved by the shareholders during the April annual shareholder meeting and the August shareholder meeting, as well as the paid shares, excluding the treasury shares as of the end of October. Please note that the daily execution of the fourteenth buyback program, which started on the third of January, is currently suspended now due to the ongoing tender offer process.
This year marks a record year for the distributions that have been made by Fondul Proprietatea and by us. The total amount just for 2023 has reached RON 11.27 billion. And the total distribution since we have been managing the fund have increased to RON 28.5 billion, for a total of $6.9 billion. Moving to slide 19 for the latest updates on the buyback programs. This year, the 14th buyback program is by far the largest one in the history of the fund, at 3.5 billion shares, which is equivalent to 56.3% of the outstanding shares as of the beginning of this year.
Due to the ongoing tender offer process, where we're looking to repurchase 1.67 billion shares, it looks like we will end the year with a record amount of shares that have been repurchased by the fund. The details of the twelfth tender offer are included on slide 20. As mentioned, the size of the tender is 1.67 billion shares. The purchase price is RON 0.6319 per share, and the dollar equivalent of RON 31.5950 per shares per GDR. This was at the prevailing NAV when we announced the tender offer, which was end of August NAV.
The subscription period has started on the October 31st, and the subscription period will last until the December 5th. As always, the allocation will be pro rata. As a reminder, the consortium which is handling the tender offer is composed of Swiss Capital as intermediary and Auerbach Grayson as deal managers, as well as the Bank of New York Mellon as the GDR tender agent. On slide 21, we include details on the fund's annual net dividends and the dividends payout ratios for the current largest portfolio companies based on the figures that have been approved by the shareholders.
The total amount for the top holdings is approximately RON 93 million for the dividends which have been declared for the financial year 2022. On the following slides, we included the updates from the September 25th, 2023 shareholder meeting. During the ordinary meeting, we had the appointment for a three year period of two members in the Board of Nominees. And these are Ilinca von Derenthall and Mr. Ciprian Lăduncă. They've extended their mandates. Then moving to slide 23, also in the ordinary meeting, we had the approval of the renewal of the mandate of Franklin Templeton as sole director of Fondul Proprietatea for a period of one year starting with first of April 2024, ending on March 31st, 2025.
This was an item that was added on the agenda at the request of the shareholder of the Ministry of Finance, and it was approved by shareholders. Also, saying the approval of a launch of a transparent and competitive selection procedure for the appointment of a new Sole Director for a mandate not exceeding four years. And the Board of Nominees is entitled to initiate and to organize a transparent selection procedure for a fund manager, and to also establishing objectives and performance criteria, as well as remuneration conditions for that mandate. Then moving on to slide 25, we include the calendar of events where we will participate and where we hope to see as many of you as possible.
That being said, I would like to turn it over to Cătălin Cadaru, Head of Financial Reporting, to comment on the fund's financial results.
Thank you, Marius. On slide 27, you can see the statements of financial position, and as previously discussed, the main event during the quarter was the completion of Hidroelectrica IPO. That led to a significant decrease in the equity portfolio, including the portion that was previously classified as non-current assets held for sale. The remaining balance of the non-current assets held for sale includes the five energy group holdings that, for which the transaction was completed during October. The shareholders of Fondul approved a special dividend during the GSM held on 18th of August, and the payment started on the 9th to 29th of September. The significant increase in the cash and current account position is due to the dividends not yet collected by the shareholders at the end of the reporting period.
These amounts sit with the distribution accounts opened with the funds custodian and can be collected by shareholders for a period of three years. The corresponding liability is included in the payables caption in the statement of financial position. The other liabilities position mainly includes the special dividend related to holding liability that Fondul will be paying during Q4, and the corresponding cash was invested in short-term instruments such as deposits and government bonds. Moving on to slide 28, we can see the results for the period. The net loss for the 9 months of the period ended September 30 was RON 969 million, compared with a net profit of RON 3.5 billion, recording during the same period in 2022.
The loss was mainly determined by the realized fair value related to Hidroelectrica, as the IPO price was lower compared to the valuation book for December 31st, 2022, NAV, approximately RON 1.9 billion fair value loss. The proceeds collected by Fondul from the IPO were invested in short-term instruments for the period up to the special dividend payment, and these instruments generated a significant increase in the interest income caption for the period. The increase in the administration fee relates also to the distribution that we were mentioning earlier. While the operating expenses include the Hidroelectrica IPO-related costs, an amount of approximately RON 243 million, bank fees, legal counsel, and other advisors, these costs were incurred and paid during the quarter. On slide 29, you can see an update on the minimum corporate tax.
This is a development that will impact some of the portfolio holdings. Based on our current estimate, this will not impact Fondul, and you can see further details in the report that was published earlier this morning. Thank you much.
Thank you, Cătălin. At this point, we would like to open it up for any questions that you have.
Thank you. As a reminder, if you are on the phone lines, press star one if you would like to ask a question. You may also submit questions via the webcast in the Q&A box. We will pause for just a moment to compile the Q&A roster. We do have a question on the phone. We have a question from Iuliana Ciopragă with Wood & Company. Your line is open.
Hi, good afternoon. Thank you for the presentation. I have a number of questions, actually. So first, I was trying to figure out exactly how much cash you'd be left with after the tender offer. And I'm looking actually not at the nine months, but I'm looking at the October NAV, which you just published. So for a bit of clarity here, what's the other assets, the RON 127 million other assets, and also the financial liabilities, amortized cost, that RON 812 million. What are these?
The other assets captioned, the nine position, the RON 127 million, is the warranty deposit for the initial size of the offer, because the increase was paid during November.
And the financial,
Yeah, the financial liabilities at amortized cost to mainly include liabilities to shareholders for the outstanding dividends not collected.
Okay.
Also the fees-
And also-
And also the fees for Franklin that was not paid, that was paid during November.
Okay. So in order to assess the cash position after the tender offer, it would be right to look at the net cash, net cash including-
With the caveat that the... You should consider this 127 when determining the amount of the settlement, which is included in other assets.
Yeah. Yeah. So I should include under the net cash, right? That's what you mean.
Yes. Yes. Yes.
Sure. Sure. Okay. And one more regarding Bucharest Airport. What sort of payout, dividend payout should we expect from Bucharest Airport? Because they used to be 90, then they paid 50. What should we expect going forward from Bucharest Airport?
So, Liliana, we don't have a formal indication yet, but I think given the return to profitability, I would assume 50% and hope for more.
So you'd assume 50, yeah. Any news on the new terminal? Because I guess this, this is what could change the, what could tip the line towards 90. If they decide to postpone the new terminal, then most likely it'll be 90, right?
Nothing that is going to influence the payments, or the payment of dividends in this year. So certainly this is a topic that is very close to our hearts. And I think there are a couple of things that we're working on in order to advance the discussion. But at the moment, yeah, as I said, I wouldn't worry about the ability of the company to pay dividends in this context.
Mm-hmm. Mm-hmm. But you're rather inclined for 50. I mean, you, you'd rather... I'm not sure I understood. So, I mean, between 50 and 90, there's quite a difference. In principle, they used to pay 90. Is there any reason why they would pay 50 right now, given their cash position?
So the 50 is obviously the legislated minimum. So we'll push for more. So for the purpose of the assumptions, I would expect no less than 50%.
Okay. Thank you.
We hope, Liliana, that, given the recent fiscal measures announced by the government and, especially the increase in the pensions next year, we do hope that we will see a continuation of this practice of requesting 90% payout ratio from the state-owned companies. But it is too early in the year, and as Johan said, you know, the fiscal minimum is 50%. We will see what the government decides to do in order to extract more cash for the state budget.
Thank you. And regarding the lawsuit regarding the share increase, any news there?
Hi, everyone. If I may respond to this question. There's no particular news on that. As you may well know, from our reports, the latest was that the first instance, our challenge was rejected, but we appealed that. The first hearing in the appeal is in December. However, we do not envisage a resolution that early, because we have also initiated other avenues to challenge this, and I expect the appeal process to be delayed. You will, of course, be shareholders; all shareholders will be notified if when any information becomes available through our current reports. But as of now, this is the status.
Thank you. For reference, that was Radu Ropotă, our Head of Legal.
... Thank you. And one more, the last question from me. What happens with the selection of a new manager, and when would that process start? Because the decision of the latest GMs were a bit unclear, because they say that a new manager would be appointed starting, could be appointed starting first of April 2024. It's a bit weird. You're selected for 1 year, but then a new manager will be selected as well on a main date starting first of April 2024. Any news there? What is happening with that process, actually?
This is a question for the Board of Nominees, to be honest. And I would not like to speak on their behalf. As you may well know, the shareholders mandated the Board of Nominees to deal with the selection process. And obviously, if there's any relevant information on the process, that will also be shared with the shareholders. But for now, there's nothing much that we can say as managerial on them.
Thank you. Thanks a lot.
Iuliana, just to add to Radu's comments. There will be another shareholder meeting for the approval of commercial terms and the specific terms for the one-year mandate up until March 2025, so we expect that early in the new year.
Thank you.
There are no further phone questions at this time.
It looks like we don't have any additional questions online either, so we would like to thank again everyone for your time today. If you have any further questions, please do reach out to us. Have a good afternoon. Thanks, everyone.
Ladies and gentlemen, this concludes today's call, and we thank you for your participation. You may now disconnect.