M&A Activity • Oct 6, 2022
M&A Activity
Open in ViewerOpens in native device viewer
FORTUM CORPORATION STOCK EXCHANGE RELEASE 6 OCTOBER 2022 AT 14:35 EEST
Release category: Other information disclosed according to the rules of the exchange
On 21 September 2022, Fortum, the German government and Uniper signed an agreement in principle for a long-term solution for Uniper according to which Fortum fully divests shares in Uniper SE to the German State for EUR 0.5 billion. As part of the agreement, Fortum's EUR 4 billion loan to Uniper will be repaid and Uniper will release the EUR 4 billion parent company guarantee.
The closing of the agreed transaction remains subject to completion of definite agreements with the German State and Uniper as well as regulatory approvals in several geographies, including clearances from the European Commission, and eventually the approval by an Extraordinary General Meeting of Uniper. Completion of the agreed transaction is currently expected by the end of this year.
Following the agreement, Fortum deconsolidates Uniper and reports it as discontinued operations in the third quarter 2022 interim financial statements.
Fortum consequently restates the comparative consolidated income statement, consolidated statement of other comprehensive income, consolidated cash flow statement and certain key ratios for the year 2021 quarters as well as the first and second quarter of 2022. In the segment information, the Uniper segment is restated as discontinued operations and the Generation segment is restated to include OKG as an associated company instead of proportionate consolidation.
The consolidated balance sheet is not restated and the restated figures do not include the impact from Uniper deconsolidation that will be recorded in the third quarter interim report. Based on Fortum's balance sheet as of 30 June 2022, the deconsolidation effect would have amounted to approximately EUR 5 billion, partly reversing Uniper's accumulated losses from the previous quarters. Further losses from Uniper will not have an impact on Fortum's total consolidated income statement due to the offsetting deconsolidation effect in the Net profit from discontinued operations.
The total loss from the Uniper investment in the legal Fortum entity owning the Uniper shares will be slightly below EUR 6 billion which is the net effect from the investments in Uniper shares of approximately EUR 7.2 billion, the sales proceeds of EUR 0.5 billion to be received and dividends of approximately EUR 0.9 billion received during the Uniper ownership. The divestment will negatively impact the parent company Fortum Oyj's equity, however, Fortum has assessed that the equity remains at a sufficient level and does not require additional capital injections.
The restated key figures for Fortum in total, continuing operations and discontinued operations (Uniper segment) are as follows:
| Continuing operations |
Fortum total |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| I-II/2022 | 2021 | 2021 | |||||||
| 3,916 | 105,978 | 112,400 | |||||||
| 1,288 | -4,220 | 693 | |||||||
| -588 | |||||||||
| 1,000 | 3,851 | 4,970 | |||||||
| 980 | 816 | 1,801 | 3,817 | ||||||
| 706 | 136 | 1,107 | 2,536 | ||||||
| Earnings per share | |||||||||
| 2021 | I-III/2021 | I-II//2021 | I/2021 | ||||||
| Earnings per share total Fortum | 0.83 | -0.12 | 0.70 | 1.23 | |||||
| 4.49 | 4.02 | 0.76 | 0.52 | ||||||
| Earnings per share discontinued | -3.65 | -4.13 | -0.07 | 0.71 | |||||
| Earnings per share total Fortum | 2.00 | 1.22 | 1.03 | 0.94 | |||||
| Earnings per share continuing | 1.23 | 0.82 | 0.63 | 0.44 | |||||
| Earnings per share discontinued | 0.77 | 0.40 | 0.40 | 0.50 | |||||
| 1,013 | Earnings per share continuing operations | Discontinued operations I-II/2022 77,944 -12,164 -12,570 -2,254 -164 -570 |
I-II/2022 -8.90 1.15 -10.05 0.88 1.19 -0.31 |
Fortum total I-II/2022 81,860 -10,876 -11,557 -1,254 |
I/2022 -2.50 -0.02 -2.48 -0.11 0.42 -0.53 |
Continuing operations 2021 6,422 4,913 4,325 1,119 2,016 1,429 |
Discontinued operations -4,913 |
| PUBLISHED | 30 Jun 2022 | 31 Dec 2021 |
|---|---|---|
| Financial net debt (at period-end), EUR million | 2,353 | 789 |
| Adjusted net debt (at period-end), EUR million | 4,188 | 3,227 |
| Financial net debt/comparable EBITDA (LTM) | 0.8 | 0.2 |
In 2021, Fortum's Scope 1, 2 and 3 greenhouse gas emissions for continuing operations totaled 31.7 million CO2 -eq tonnes. Out of this 20.5 million CO2 -eq tonnes originated from operations in Russia. Greenhouse gas emissions from discontinued operations totaled 158.5 million CO2 -eq tonnes. Scope 1 greenhouse gas emissions for continuing operations totaled 17.9 million CO2 -eq tonnes, out of which 15.7 million CO2 -eq tonnes originated from Russia. Scope 1 greenhouse gas emissions from discontinued operations totaled 51.2 million CO2 -eq tonnes.
In 2021, correspondingly, specific CO2 emissions from total energy production for continuing operations were 175 gCO2 /kWh, of which emissions from the Russia segment were 342 gCO2 /kWh. Specific emissions for discontinued operations (Uniper) were 428 gCO2 /kWh. Fortum's specific emissions, excluding Uniper and the Russia segment, were 39 gCO2 /kWh.
For illustrative purposes, additional information regarding Fortum's Financial net debt and Adjusted net debt as well as Financial net debt to Comparable EBITDA is presented based on 30 June 2022 balance sheet to show the impact of the deconsolidation of Uniper. The figures have been adjusted with the EUR 4 billion shareholder loan receivable that will be repaid upon completion of the transaction. The EUR 0.5 billion consideration for Fortum's shares in Uniper is not included below as it will be recorded in the third quarter 2022.
| ILLUSTRATIVE | 30 Jun 2022 |
|---|---|
| Financial net debt (at period-end), EUR million | 2,135 |
| Adjusted net debt (at period-end), EUR million | 2,171 |
| Financial net debt/comparable EBITDA, continuing operations (LTM) | 1.0 |
For further information see the following attached excel file:
Fortum Corporation
Ingela Ulfves Vice President, Investor relations and Financial Communications
Ingela Ulfves, Vice President, Investor Relations and Financial Communications, tel. +358 40 515 1531 Rauno Tiihonen, Manager, Investor Relations, tel. +358 10 453 6150
Nasdaq Helsinki Main media www.fortum.com
Fortum is an energy company driving the change for a cleaner world. Our role is to ensure the security of supply and a fast and reliable transition to a carbon-neutral economy by providing customers and societies with clean energy and sustainable solutions. Fortum's core operation are located in the Nordics and consist of CO2-free power generation, electricity sales, district heating as well as recycling and waste solutions. Fortum's share is listed on Nasdaq Helsinki. fortum.com
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.