Fondul Proprietatea SA (BVB:FP)
Romania flag Romania · Delayed Price · Currency is RON
0.5550
-0.0130 (-2.29%)
At close: Apr 28, 2026
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Earnings Call: Q2 2025

Aug 29, 2025

Operator

Good evening, ladies and gentlemen. Ladies and gentlemen, thank you for standing by. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the Fondul Proprietatea First Half 2025 Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answe r session. If you would like to ask a question during this time, simply press star, followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press star one. If you have a web question, please type your question in the question box on the right-hand corner of your screen. Then press enter. Thank you. I would now like to turn the conference over to Daniel, Portfolio Manager. Daniel, please go ahead.

Daniel Naftali
Portfolio Manager, Fondul Proprietatea

Thank you. Good afternoon and welcome everyone to our conference call to discuss H1 2025 results and the July 2025 NAV developments. Călin Meteș , Portfolio Manager, Irina Costea, Fund Administration and Oversight Manager, and myself are pleased to host today's call. The H1 results report can be found on the Fund's website in the financial results section, and the presentation that will be discussed is available on our website in the "Investor Relations Call " section. After the presentation, we will have a 30-minute Q&A session. As a reminder, this conference call is being recorded, and the recording will be available on the Fund's website after the call. That being the agenda, I would like to start with slide two of the presentation where we highlight the key facts about the Fund.

At the end of July, the Fund's NAV was RON 2.13 billion, and the NAV per share reached RON 0.7039 per share. On the right-hand side, you can see the evolution of the Fund's adjusted share price and discount since the Fund's listing in January 2011. At yesterday's close, the Fund was trading at a discount of 40.4% for the shares. On slide three, we present the Fund's shareholder structure as of 31st of July 2025, with no major changes since our last results conference call in January 2025. On slide four, we show a summary of the NAV, share price, and the GDR performance since 2011, and the evolution of the Fund's average discount to BVB and LSE. Please note that the effective cancellation of trading and the listing of the GDRs from the specialist Fund segment of the main market on LSE took place on April 25, 2025.

Fondul Proprietatea did not hold any GDRs at the listing date. The NAV per share total return in H1 was 5.6%, while the total return for the local share was 27.6%. For the first seven months of 2025, the NAV per share total return was 6.5%, while the total return for the local share was 46.6%. On slide six, we show the portfolio structure as at the end of July. 82.7% are in unlisted companies, 6.4% in listed equities, and 10.9% in net cash and receivables. Net cash and receivable position as of 31st of July was approximately $52 million. On slide seven, we present the main portfolio companies as of 31st of July, representing 85.9% of the Fund's NAV. On slide eight, we present H1 2025 figures for Bucharest Airports.

On the financial side, operating revenues increased by 25% compared to the similar period of the previous year to RON 764.8 million. Operating results reached RON 394.4 million from RON 302.5 million in H1 2024. Traffic continued to rise by a steady 9%, reaching 8.5 million passengers. This trend was the main positive driver for the improved operational profitability, which was up by nearly 30% year on year. For 2025, the management envisages a 5% increase in traffic to 16.8 million. Regarding the share capital increase, in July 2025, the Ministry of Transport approved within the GSM resolution number eight from 8 July 2025 to reinitiate the valuation process for the share capital increase with the value of lands at Băneasa Airport. The Fund has challenged this GSM decision in court before Ilfov Tribunalul.

At the publication date of this report, the first hearing date has not been set. On the corporate governance front, as you know, the Board of Members were appointed in July 2024 for a four-year period, and Fondul has challenged the legality of this appointment in court due to irregularities in the selection process. Also, the litigation regarding the annulment of the GSM resolution will be judged on the merits in the next hearing set for 29th October 2025. Notably, at the same time, the Board of the company is running an active process for the selection of the CEO and CFO positions. The latest recruitment announcements for the two positions were published at the beginning of June this year. On slide six, we show H1 figures for Constanța Port.

On the financial side, operating revenues decreased by 11% to RON 238.8 million, while operating profit was RON 76.2 million, down from RON 227.5 million in H1. Net income was RON 87.5 million. These results were driven by lower traffic, which reached 31.1 million tons, down 23% year on year in the context of a continued drop of volumes linked to Ukraine. Operating profit, as you have already seen, dropped significantly year on year, but bear in mind, we have to adjust for the one-off reversal of provision in H1 2024 of RON 112.9 million. Even with this adjustment, operating profit declined by RON 33.5 million year on year. As we stand now, net profit stands at RON 87.5 million versus a budgeted number of RON 101.5 million for the full year.

On the corporate governance front, unfortunately, all Board Members still have an interim mandate, and there is an ongoing selection process for four-year Board Members. It's a live process, and we expect this to be finalized in the coming months. We also are flagging on the presentation the developments about Giurgiulești Port in the Republic of Moldova. During the shareholders' meeting held in June 2025, the Ministry of Transport approved the company to submit a binding offer for the potential purchase of ICS Danube Logistics, basically the company operating Giurgiulești Port in the Moldova Republic. Previously, during the GSM held on 15th of May, the Ministry of Transport approved the company to procure external legal services to support the potential share capital increase of up to $100 million.

However, until the publication date of this report, there have been no further GSM decisions taken regarding either to finalize the purchase of Danube Logistics or in connection to any financing through a share capital increase. On slide 10, Salrom. On the financial side, operating revenues decreased by 2% to RON 236.2 million . Operating profit was down RON 12.9 million from RON 66.1 million in H1, while net income was down 75% year on year to 15.6%. The significant decrease of profitability is related to the loss of long-term assets at inventory due to floodings at Praid Salt Mine. Net profit, as said, declining to 15.6 million RON in H1. However, bear in mind that based on the provision of certain government decisions and orders, the company could have recourse to state its recovery of some of the losses it suffered.

Also, we want to provide a bit more detail on flooding of Praid Salt Mine. This happened in early May 2025. The intense rains in Harghita County led to significant water infiltration in Praid Salt Mine underground galleries. Salrom made the immediate decision to suspend all mining and tourist activity starting 5th of May. In response to the emergency, the company mobilized its technical teams and coordinated closely with local regional authorities. Together, they implemented a series of urgent interventions aimed at mitigating the effects of the flooding. This included the construction of a drainage system and the redirection of surface water flows to reduce hydrostatic pressure in the affected areas. In June 2025, Salrom informed its shareholders that the dam built underground by Salrom employees gave way, and under the pressure of the water, the water entered beneath it.

The Telegdy mining sector could not be saved from the water intrusion. The underground stocks were compromised, and the equipment and machinery can no longer be recovered. For the time being, the Praid Salt Mine and both mining and tourist activity are stalled. On the corporate governance front, on July 22nd, Simona Ochian and Valeriu Ionita resigned from the position of the board members in Salrom. At the date of the report, only three out of the five positions of the board of directors are filled. As regards the IPO, of course, the Fund continues to engage with the majority shareholder and the company in relation to prepare a potential IPO. We have to take into account also recent developments. On slide 11, we show key financials for the Fund's largest holdings, including the 2024 figures approved by shareholders.

Moving on to the corporate action section, I would like to invite Călin to comment. Călin, over to you.

Călin Meteș
Portfolio Manager, Fondul Proprietatea

Thank you, Daniel. On slide 13, we outlined the Fund's distribution since we started managing the Fund. The 2025 amounts are estimations we've made based on the buybacks executed so far, the dividends distribution approved by the shareholders during the April annual GSM, and the number of paid shares, excluding treasury shares, as of 18th of July. The daily execution of the 16th buy-back programme is currently suspended due to the ongoing public tender offer process. Please note that the Fund submitted with the an application for the approval of a public tender offer under which it intends to repurchase from its shareholders up to 80 million shares. Total distributions made since 2010, including the amounts for 2025, reached RON 29.1 billion , which is approximately $7.1 billion. On slide 14, we outlined the latest updates on the Fund's buy-back programmes. The 15 th buy-back programme was completed in October 2024.

During the 2nd of December 2024, GSM, the Fund's shareholders approved a cancellation of shares bought back last year. The process was finalized on 13th of August 2025. Starting with this date, the new value of the Fund's subscribed and paid-off share capital is approximately 1.66 billion shares, being divided into approximately 3.2 billion shares, each having a face value of RON 0.52 per share. The 16 th buy-back programme was approved by shareholders during the 2nd of December 2024 shareholders' meeting. On our next slide, we include details on the Fund's annual net dividends and dividend payout ratios for the largest portfolio companies as of the end of July, based on the figures approved by shareholders. The total amount for top holdings is approximately RON 155 million for the dividends approved this year from the profits of last year.

On the following slide, in slide 16, we show a summary of the total dividend income received from the portfolio companies in the last 10 years. Total dividends approved and received this year amount, as I mentioned before, to approximately RON 155 million shares. On slide 17, we include the financial calendar for Fondul Proprietatea, including the shareholders' meeting on the 29th of September, which is presented in the following slides. On slide 18, we have first the agenda of the external General Shareholders’ Meeting. The only point on the agenda of this meeting refers to the approval of several amendments to the constitutive act of Fondul Proprietatea. Regarding the ordinary General Shareholders’ Meeting, we have more details in the three slides, number 18, 19, and 20.

The main topics are a number of points which have been added at the request of a group of shareholders holding more than 5% of the share capital. These points refer to the approval of the cancellation of the current AIFM and sole director selection process. The approval of the commencement of a new process by the board of nominees for the selection of an alternative investment Fund manager and sole director of FP . We have the approval of mandating the board of nominees with the preparation of a detailed comparative report on the first three offers resulting from the new selection process, presentation of the report to the shareholders, and submission for their vote of the candidates corresponding to the first three selected offers.

Another point added by the group of shareholders referred to the approval of the distribution of dividends in a gross aggregate amount equal to RON 37.2 million from FP ’s 2024 unallocated retained earnings, meaning a gross dividend per share of approximately RON 0.0122 . Next, on the agenda of the shareholders’ meeting is the approval of, subject to item one and/or two of the OGM agenda not being approved. We have four, let’s say, sub-points here. One is the appointment of IRE AIFM HUB S. à .r.l. as sole director of Fondul Proprietatea that acts also as the AIFM of Fondul Proprietatea for a duration of four years, starting with the 1st of April. If appointed, the candidate will perform its mandate under an advisory model with Impetum Management S.R.L. , a Romanian advisory firm, as the advisor to the candidate for such purpose.

Second is the objectives proposed for the new Alternative Investment Fund Manager. Third is the main remuneration condition proposed for the new AIFM, which are structured into phases. Fourth are the terms of, along with the execution of the management agreement between Fondul Proprietatea and the candidate. These four items that I just mentioned were added on the agenda at the request of the board of nominees. Following these points, we have on the agenda the approval of the appointment of a new sole director of FP that will act as an alternative investment Fund manager for a mandate of four years, starting with 1st of April 2026. We have the approval of the renewal of the mandate of Franklin Templeton International Services S.à r.l.

as sole director of FP that also acts as the AIFM of FP , starting with 1st of April 2026, subject to neither 0.5 nor 0.6 of the OGM agenda being approved by shareholders. The renewal of the mandate of FTIS is conditional upon FTIS and FP executing a management agreement covering the new mandate before 1st of April 2026. Also on the agenda, on 29th September , we have the appointment for a period of three years of one member of the Board of Nominees of Fondul Proprietatea. We also have the appointment of Ernst & Young as the financial auditor of Fondul Proprietatea for a period of three years from 1st of September 2026, to 31st of August 2029. The cost for these auditing services is EUR 130,295 per year, plus the inflation adjustment.

Moving forward to the Fund's financial results for the period, these will be presented in the next few slides, and I would like to invite my colleague Irina Costea to comment. Irina.

Irina Costea
Fund Administration and Oversight Manager, Fondul Proprietatea

Thank you, Călin. On slide 22, statement of financial position, the liquid assets of the Fund at the end of June included current accounts and term deposits with banks. The distribution bank accounts are presented separately as they can only be used for payments to shareholders for the ongoing distributions performed by Fondul . The dividend receivables at the end of June are mostly related to the amounts from Airport Bucharest and Salrom. Most of these amounts have been collected by the end of July. The net decrease in equity investments of RON 7.3 million during the first semester was mainly generated by the valuation updated at the end of June. Moving to slide 23, the statement of comprehensive income. Fondul registered an unaudited profit for the six-month ended 30th of June 2025 of RON 140.6 million, which was mainly driven by the dividend income.

The gross dividend income was generated from Airport Bucharest , RON 103 million, and Salrom, RON 52 million. The loss from equity investments at fair value through profit or loss during the first semester was a result of the valuation update process in June for the largest unlisted holdings in the Fund's portfolio, with Airport Bucharest an increase of RON 29.4 million and Salrom a decrease in valuation of RON 36.9 million. With this, I would like to thank you and Daniel.

Daniel Naftali
Portfolio Manager, Fondul Proprietatea

Thank you, Irina. At this point, I'd like to open it up for questions.

Operator

Thank you. We will now begin the question -and -answer session. If you would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, again, press star one. If you would like to ask a question over the web, please type your question in the question box and press send to submit. We will now pause to compile that Q&A roster. We have no phone questions at this time. Are there any web questions? We have no questions at this time. I will now turn the conference back over to Daniel for closing remarks.

Daniel Naftali
Portfolio Manager, Fondul Proprietatea

Sorry, I think we have one question in the queue.

Hi, Peter. We see your message. We want to type something, but we cannot see the question. Maybe if you can submit the question. Yes? We cannot see the exact question. Thank you, Peter. Now we can see your question. Your question, my reading for everybody to hear, is the proposed structure with IRE being the alternative investment Fund manager, you password provider legal since all the management will be done by the local advisor? Thank you, Peter, for this question. As you know, the selection process itself was carried out by the Board of Nominees. Franklin Templeton, as the current Fund manager, hasn't been involved in the process, and we kept, and the Board has kept the selection process totally separate from Franklin Templeton. At this point, shareholders have to rely on the analysis made by the Board of Nominees. Thank you.

I do not see any other questions. If this is the case, thank you again, everyone, for the time today. For any additional questions, please do not hesitate to contact us. Oh, sorry. Okay. I see additional questions coming from Peter. The second question regards Salrom. This year, it paid RON 50 million dividend. With the events of this year flooding, what can we expect this year? This is a very good question. At this moment, I think it's very early to say. As we said, they reported half-one results, which are much weaker compared to the same results last year because they incurred as losses on expenses, everything that is related to the loss of equipment and inventory. As management said, there is a procedure they could claim stated to recover these losses.

As many other economic operators in the area, they can claim losses from the government of this event. I think we are following closely the financial situation of Salrom being such an important asset in our portfolio. It's really early to have any guidance or expectation about the dividend. Next question is when do we expect volume at Constanța Port to recover? The strong increase in volume was strongly related to Ukraine, and what we are seeing now is rather a normalization of the situation rather than a significant drop compared to averages. That said, we are constantly discussing with management on these aspects, and we do hope that once also there is a stability at the level of company management, a Board appointed for four years, a new CEO, we can discuss more substantially on the strategy.

Of course, as you know, in our view, Constanța Port is one of the assets that could qualify for IPO in the next future. This aspect, we constantly remind the government. I do not see more questions coming. In this context, again, thank everyone for the time today. If there are any additional questions, please do not hesitate to contact us.

Operator

Ladies and gentlemen, this does conclude today's conference call. Thank you for your participation, and you may now disconnect.

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