Fondul Proprietatea SA (BVB:FP)
Romania flag Romania · Delayed Price · Currency is RON
0.5550
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At close: Apr 28, 2026
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Earnings Call: Q3 2022

Nov 15, 2022

Operator

Thank you for holding, and welcome everyone to the Fondul Q3 2022 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. If you'd like to ask a question during this time by phone, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, again, press star one. You can also ask questions via the webcast in the chat window. Thank you. I will now turn the call over to Marius Dan, Deputy CEO, Corporate Strategy. Mr. Dan, please go ahead.

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

Thank you. Good afternoon, and welcome everyone to our conference call to discuss the nine-month 2022 results and the October 2022 net asset value development for Fondul Proprietatea. Johan Meyer, CEO of Franklin Templeton Bucharest Branch as Fund Manager of Fondul Proprietatea, Cătălin Cadaru, Head of Financial Reporting, and I, are pleased to host today's call. The third quarter 2022 results report can be found on the fund's website in the financial results section. Presentation that we will be discussing was also sent out to you earlier today. The slides are 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. Just as a reminder, the call is being recorded. The recording will be made available on the fund website after the call.

Now, that being the agenda, I turn to Johan to start off with the presentation.

Johan Meyer
CEO of Franklin Templeton Bucharest Branch, Fondul

Thank you, Marius, and welcome to everybody joining this call. I'd like to start with slide two of the presentation, where we highlight the key facts about the fund. At the end of October, the fund's net asset value was RON 15.5 billion, or just over $3.1 billion, and the NAV per share was RON 2.7, or just shy of $0.55. On the right-hand side, you can see the evolution of the fund's adjusted share price and the discount or premium, as the case may be, since the fund's listing in January 2011. As of yesterday's close, the fund was trading at a discount of 30% for the shares and 27% for the GDRs.

On slide three, we present the fund's shareholder structure as of 31 October 2022, reflecting no major changes since our last results call. The cancellation of shares approved, brought back during 2021. The cancellation being approved by the fund shareholders in the 20th of April annual shareholder meeting, was finalized on the 19th of October, when the decrease of the subscribed share capital was registered with the trade registry. Moving on to slide four, we show a summary of the net asset value, share price, and GDR performance since 2011, and the evolution of the fund's average annual discount on the Bucharest and London stock exchanges.

The net asset value total return in the third quarter was 24.8%, and the total return for the local shares was -3.7%, while the total return for the GDRs was down 12.9%. Year to date, the NAV total return was 25.4%. The total return for the local shares, down 2.1%, while the total return for the GDRs was 14.8%. Down 14.8%. On slides five and six, we show the contributors to the fund's NAV performance for the third quarter and for the first nine months of the year. On slide five , we show that there was no significant top performer.

The main bottom performers during the quarter were Hidroelectrica, the Enel Distribution companies, and Engie, following the updated valuation reports conducted for these companies in order to incorporate the energy market developments. Also, OMV Petrom was among the bottom performers of the quarter following the company's share price evolution on the stock exchange. The overall performance of the NAV was negative 3.2%. For the nine-month period, the performance was a result of the updated valuation reports, Hidroelectrica, Salrom, Bucharest Airports, and Port of Constanța. Also, Alcom, the smallest company in the portfolio, registered good share price performance during the period. The bottom performers during this period were OMV Petrom and the gas and electricity distribution companies, Engie and Enel Distribution. The overall performance for NAV in the first nine months of the year was positive 19.05%.

The fund, as always, will continue to closely monitor the evolution of financial markets and that of the specific industries the unlisted holdings operating for each NAV reporting period. If necessary, update the multiples analysis will be prepared and the valuation of unlisted holdings will be updated accordingly. Moving on to the next section, we will give an update on the fund's portfolio. Moving on to slide eight, we show the portfolio structure as at the end of October. 92% in unlisted companies, 6% in listed equities, and 2% in net cash and receivables. The net cash and receivable position at 31 October was $61.6 million.

On slide nine, we present the top 10 portfolio companies as at the end of October, representing almost 97% of the fund's net asset value, with Hidroelectrica itself representing just over 78% of the fund's NAV. On slide ten, we present some updates regarding the largest holding of the fund, Hidroelectrica. Information according to the management, in the first nine months of the year, the company registered, compared to the same period of 2021, a turnover of RON 6.9 billion, an increase of 47% year-over-year. EBITDA of RON 4.6 billion, an increase of just shy of 29% year-over-year, and net profit of RON 3.5 billion, an increase of 37% year-over-year.

Over the period, on a standalone basis, the company paid a windfall tax of RON 413 million and registered a water tax cost of RON 314 million, down 23% year-on-year, driven by the lower electricity production volumes. As of the end of September, the company's cash and equivalents stood at RON 3.4 billion, while total interest-bearing debt amounted to RON 508 billion, 17% lower compared to the same period last year. Operating cash flow was 3.4 billion to 3.4 billion RON, 12.6% higher compared to the same period of 2021.

Capital expenditures carried out in the first nine months of 2022 reached RON 129 million, compared to RON 695 million in the first nine months of 2021, bearing in mind that RON 635 million of that amount was related to the acquisition of the Crucea Wind Park. During the period, total electricity sold was 10.6 TWh, down from 14.1 TWh in the first nine months of 2021. Out of which, electricity sold out of own production reached 10 TWh, a decrease of 26% year-on-year. The average realized electricity price was RON 590.5 per MWh, an increase of 93% year-on-year.

Regarding the company's IPO, as an update compared to our last call, at the beginning of September, we announced that we had selected the consulting and investment banks in relation to the IPO, which is composed of reputable international, regional, and local investment banks. Regarding the timing of the transaction, we're working on finalizing the IPO as soon as as seems feasible. As a reminder, the Romanian state committed in the Recovery and Resilience Program to the listing of Hidroelectrica by the end of the first half of 2023. On the corporate governance side, the Hidroelectrica shareholders approved in October 2022 the initiation of the selection process for the members of the Supervisory Board, in accordance with the provisions of Ordinance 109 of 2011.

The selection process will be conducted by the Ministry of Energy with the assistance of an independent HR recruitment specialist. The four-year mandate of all the seven members of the current Supervisory Board expires on the fifth of February 2023. Moving on to slide 11, we present the main updates on OMV Petrom, the fund's second largest holding. I'll just highlight a couple of key points here. Consolidated revenues were up 160% year-on-year. The net result was RON 9.1 billion compared to RON 1.7 billion in the same period of last year, and the net cash position at the end of September was RON 12.3 billion compared to RON 8.2 billion as at the end of September last year. Highlights on the business and operational side.

The subscription period for the share capital increase, approved by shareholders in April, ended in October, and the re-registration was finalized in early November. Fondul Proprietatea subscribed and received 174 million new shares. Some highlights on the management FY 2022 guidance. Oil prices seen at above $100 per barrel, with refining margins expected to be above $15 per barrel, a significant increase than the 5.5 expectation in 2021. Moving on to slide 12, we show some updates on Bucharest Airports. Pleasing to note there that on the operational side, traffic in Q3 2022 reached a seasonal peak in August with 1.4 million passengers per month.

Cumulative traffic for the first nine months of 2022 continued the recovery trend compared to the COVID slower period during COVID, and reached 9.4 million passengers, just 17% below the pre-COVID levels and almost double year on year. Regarding the Bucharest Airport share capital increase, the claim for annulment of the shareholder decision will not be heard or settled in 2022, as the first hearing was postponed to the eighth of September 2022, and further to through November 2022, where the Minister of Transport and Infrastructure was introduced in the file. The next hearing was scheduled for the third of March 2023. Moving on to the corporate action section, I'd like to invite Marius to comment. Thank you, Marius.

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

Thank you, Johan. Moving to slide 14, we outlined the fund's distribution since we started managing the fund. Year to date, we have distributed RON 1.83 billion, or approximately $370 million. The amount includes the daily buybacks up until the eleventh of November, the tender offer that we executed at the end of the first half 2022, as well as the dividend distribution for financial year 2021, which amounted to 0.125 RON per share, as a gross dividend. The total distributions that we have made since 2010 have reached RON 17.1 billion, approximately $4.4 billion. Moving on to slide 15, this is where we outline the latest update from the fund's buyback programs.

During the general shareholder meeting that took place earlier today, the fund shareholders approved the fourteenth buyback program for a maximum number of shares of 3.5 billion. We are scheduled to start the program in January, on the first of January 2023. Moving on to the following slide. On slide 16, we show a summary of the total dividend income received from the portfolio companies in the last 10 years.

The total dividends, both regular and special dividends, received by Fondul Proprietatea this year amounted to RON 928.2 million, and that included the special dividends, which were paid by Hidroelectrica as well as OMV Petrom, and this cash will be distributed out to shareholders in accordance to our distribution policy. Moving on to slides 17 and 18, we show the agenda of the shareholder meeting that took place earlier today. As I mentioned, we received approval for the buyback program, which is the largest buyback program in the history of Fondul Proprietatea.

The approval of the shares held by Fondul Proprietatea and the share capital of Hidroelectrica, the proposal made by us as a fund manager, which gave maximum flexibility to include a secondary listing as well as any other way to dispose of the stake in Hidroelectrica, decided by us. This was not approved by the fund shareholders. The point added to the agenda by the Ministry of Finance, which at the request of the Ministry of Finance, which included the sale of the shares held in Hidroelectrica to be placed for a secondary offering only on the Bucharest Stock Exchange. This was approved by the fund shareholders.

In the OGM agenda, which can be found on slide 18, all of the points were approved by the fund shareholders. That being said, I would like to turn it to Cătălin Cadaru, Head of Financial Reporting, to comment on the fund's financial results for the period.

Cătălin Cadaru
Head of Financial Reporting, Fondul

Thank you. Thank you, Marius. Looking at the balance developments for the nine months during 2022, the equity portfolio has significantly increased, mainly on the back of the strong performance of Hidroelectrica. While the non-current asset position that was booked at the end of last year related to the OMV Petrom transaction that was settled during January. Also, the liability, other liabilities shown as at the end of the last year relate to the third special dividend that was approved during December, and where the payment started during February 2022.

If we move to the next slide, we can see that Fondul registered an unaudited profit for the first nine months of 2022 of approximately RON 3.5 billion, out of which the biggest contributor is the change in fair value coming from the portfolio companies and again from Hidroelectrica valuation mainly. A strong contributor to this net profit is the gross dividend income that reached just above RON 930 million during the period. This includes both annual dividends and special dividends from the portfolio companies.

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

Thank you, Cătălin. At this point, we would like to open it up for any questions that you may have, either in the chat or via audio.

Operator

Certainly. At this time, if you'd like to ask a question via the phone, please press star one on your telephone keypad. If you wanna ask via the web, the Ask a Question section on the left-hand side of your screen. We'll pause for a moment to compile the Q&A roster.

Johan Meyer
CEO of Franklin Templeton Bucharest Branch, Fondul

In the meantime, we've received a question on the web. What were the main reasons for the large reduction in volumes at Hidro from 14 TWh - 11 TWh? What is the management expecting for the fourth quarter of 2023? The reduction in volumes is purely related to hydrology. In other words, the drought being experienced in Romania and on the tributaries of the main rivers. What is management expecting for the fourth quarter of 2023? Considering that we are in an IPO process, we have to be very careful of making forward-looking statements. What I can say is that the situation continues to be very challenging from a hydrology point of view.

Moving on to the steps for the Hidroelectrica listing. At the moment, as mentioned, we have the investment banks selected. They are working with the company to prepare to engage with potential investors as part of the process. Next steps will include early look meetings with select investors, getting feedback from those investors. At the same time, preparation of the prospectus and other listing documents. Those are critical steps in the preparation for the IPO. The company itself is hard at work along with the various advisors and banks. We are excited to be making good progress on the project.

Moving on to the next question. Exclusive listing on Bucharest Stock Exchange was approved, and the buyback was approved. Yes. That is, that's correct. The Bucharest listing, as proposed by the Ministry of Finance, was approved by the majority of shareholders as well as the buyback program. Can we comment on the 450 RON per MWh cap and what are the expectations for 2023, and if we are involved in removing the cap? Again, expectations for 2023, that's not something that we can comment on considering legal advice. If we are involved in removing the cap, well, certainly considering that this is very fresh news related to the ordinance that was published last week.

We are currently consulting with our legal colleagues and various other stakeholders in order to take the process forward and take whatever steps we can in order to ensure that the profitability of the company is protected as much as possible.

Operator

There are no questions by phone at this time.

Johan Meyer
CEO of Franklin Templeton Bucharest Branch, Fondul

I think there's, for clarity, does the outcome of the Hidroelectrica-related resolution compel Fondul to list the shares locally and not consider a secondary listing? The response there is we have a very clear mandate from shareholders to pursue Bucharest listing only. This does not mean that this will necessarily be the final outcome, but whatever the final structure of the IPO will be will require shareholder approval, both at Hidroelectrica level and at Fondul Proprietatea level. As it stands currently, the approval is for a Bucharest listing only, and we're preparing the listing structure according to the shareholder approvals.

Operator

We do have a question by phone. Iuliana Ciopraga with WOOD & Company, your line is open.

Iuliana Ciopraga
Equity Research Analyst, WOOD & Company

Hi. Good afternoon. I had actually a couple of questions. First on Hidroelectrica, do you see any impact on Hidroelectrica valuation from the latest regulations, the one that was just mentioned and adopted on Friday? If you can comment at least a bit on how that impacts the supply and production segments for Hidroelectrica. Also I see that, based on the detailed statement of investments, you reduced slightly your position in Petrom. Can you comment on your strategy going forward? Third, on Enel. There were these media reports that PPC will be interested to buy 7% in Enel's global distribution. I understand you have tag-along rights.

If they buy this 70%, would you be able to sell 7% of your own stake? Thank you.

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

Hi. Hi, Iuliana. Let us start with the last question on PPC. We've also seen the media reports. We cannot really make any further comments on that. With regards to the tag-along rights, we do have tag-along rights, so we can sell our stake in the Muntenia entity in case a transaction takes place. In terms of your other question on the detailed statement of investments and on the Petrom, given that only Petrom is a listed company, we cannot really comment on our strategy with the stake that we have in the company. Moving to Hidroelectrica.

Your question, if I understood correctly, refers on the one hand to the impact on the valuation given the latest regulation. The second question was the impact on production and the supply segments of the company. Now, given that the new legislation was just approved on Friday, at the end of last week, we are currently in the process of assessing the potential impact on Hidroelectrica. We obviously we're engaging with other stakeholders regarding this topic, and we'll be in a position to make further comments at a later date because this is something very new.

Iuliana Ciopraga
Equity Research Analyst, WOOD & Company

A follow-up. You mentioned you have tag-along rights only for Muntenia, not for Petrom?

Johan Meyer
CEO of Franklin Templeton Bucharest Branch, Fondul

Yes.

Iuliana Ciopraga
Equity Research Analyst, WOOD & Company

Regarding the listing and the global listings, I understand that you haven't fully discarded the idea, right? Is that what we should take from this? I mean, sure, you have the approval locally too, but you haven't fully discarded the idea of global listings? Or you haven't decided?

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

Iuliana, just to clarify that statement, we prepare according to the shareholders' approvals that we have, that we've obtained. We now have a shareholder approval at the level of Hidroelectrica and at the level of Fondul. That is how we prepare for the IPO. Of course, subject to any further shareholder approvals at those levels, there may still be a change. At the moment, we have a very clear mandate from shareholders to focus on the Bucharest listing only, and the preparation will focus on that.

Iuliana Ciopraga
Equity Research Analyst, WOOD & Company

Okay. Thank you so much.

Operator

There are no further questions by phone at this time.

Johan Meyer
CEO of Franklin Templeton Bucharest Branch, Fondul

There's one question on the web related to the size of the placement. I think the response there is the exact size of the placement or listing will be determined by market conditions and optimal pricing at that point in time. At this point, we're not in a position to comment on the size. A follow-up on the impact if Hidroelectrica is not listed by the first half of 2023. What benefits does Romania forego from the recovery plan?

I do not believe that that's exactly stipulated, but of course, the risk if the various timelines and testing the Recovery and Resilience Program is not met, that Romania will or may have lower funding from the EU for this Recovery and Resilience Program. Well, another question. Any updates on the Salrom listing? Unfortunately, nothing major at this point in time. This continues to be a relatively slow step-by-step process. At this point, no further updates, and we will be sure to update shareholders when we have more relevant information to share.

Operator

There are no further questions from the audio at this time.

Marius Dan
Deputy CEO of Corporate Strategy, Fondul

We don't have any further questions from the web either. We would like to thank again everyone for your time today. If you have any additional questions, please do not hesitate to reach out to us. We look forward to seeing everyone in person in the upcoming conferences and roadshows that we will be organizing. Have a good day.

Operator

This concludes today's conference call. We thank you for your participation. You may now disconnect.

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