Quarterly Report • Sep 30, 2015
Quarterly Report
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Prepared in accordance with CNVM Regulation no 1/2006
(This is a translation from the official Romanian version)
| Company Information. | 2 |
|---|---|
| Overview | 4 |
| Significant Events | 6 |
| Analysis of the Activity of the Fund | 10 |
| Financial Analysis 22 |
| Annex 1 | Balance Sheet, Income Statement and Informative Data as at 30 September 2015, prepared in accordance with the National Securities Commission ("CNVM") Regulation no. 4/2011 regarding accounting regulations compliant with EEC Directive IV applicable to the entities authorised, regulated and monitored by the Financial Supervisory Authority ("FSA"), approved by CNVM Order no.13/2011 ("Romanian Accounting Regulations") 26 |
|---|---|
| Annex 2 | Statement of Assets and Obligations of Fondul Proprietatea SA as at 30 September 2015, prepared in accordance with CNVM Regulation 4/2010 (Annex no.4). 33 |
| Annex 3 | Condensed Interim Financial Statements for the nine-month period ended 30 September 2015, prepared in accordance with |
IAS 34 Interim Financial Reporting, based on International Financial Reporting Standards ("IFRS"). . . . . . . . . . . . . . . . . . 37
The following table shows a summary of the financial position of the Fund:
| NAV and Share Price Developments | Q3 2015 | Q3 2014 | H1 2015 |
|---|---|---|---|
| Total Shareholders' Equity (RON million)2 | 8,266.6 | 10,955.5 | 8,676.4 |
| Total NAV (RON million) | 12,000.3 | 14,703.4 | 12,645.9 |
| NAV per Share (RON) | 1.1342 | 1.2438 | 1.1851 |
| NAV per Share change in the period (%)1 | -4.3% | -0.6% | -2.3% |
| NAV per Share Total Return (%)1 | -4.3% | -0.6% | +1.9% |
| Share Price as at the end of the period (RON) | 0.7900 | 0.9490 | 0.7950 |
| Share Price Low (RON)3 | 0.7250 | 0.8255 | 0.7945 |
| Share Price High (RON) 3 | 0.8210 | 0.9490 | 0.9270 |
| Share Price change in the period (%)1 | -0.6% | +11.3% | -11.3% |
| Share Price Total Return (%)1 | -0.6% | +11.3% | -5.8% |
| Share Price discount to NAV as at the end of the period (%) | 30.3% | 23.7% | 32.9% |
| Average Share Price discount for the period (%) | 32.8% | 30.6% | 27.2% |
| Total Share Turnover (RON million) | 477.2 | 803.2 | 1,047.1 |
| Average Daily Share Turnover (RON million)4 | 7.2 | 12.4 | 8.4 |
| GDR Price as at the end of the period (USD) | 10.0000 | n.a | 10.0000 |
| GDR Price Low (USD)5 | 9.4500 | n.a | 9.8900 |
| GDR Price High (USD) 5 | 10.3000 | n.a | 10.8950 |
| GDR Price change in the period (%)1 | 0.0% | n.a | -7.4% |
| GDR Price Total Return (%)1 | 0.0% | n.a | n.a |
| GDR Price discount to NAV as at the end of the period (%) | 30.6% | n.a | 32.5% |
| Average GDR Price discount for the period (%) | 32.4% | n.a | 30.7% |
| Total GDR Turnover (USD million)6 | 81.8 | n.a | 89.7 |
| Average Daily GDR Turnover (USD million) 6 | 2.0 | n.a | 1.2 |
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch
2 Prepared on the basis of Romanian Accounting Regulations
3 Source: BVB - REGS market - Closing prices
4 Source: BVB
5 Source: London Stock Exchange - Closing prices
6 Source: London Stock Exchange
1 Compared to the end of the previous period
| Share Capital Information | 30 September 2015* | 30 June 2015** | 31 December 2014 |
|---|---|---|---|
| Issued Share Capital (RON) | 10,074,080,745.90 | 10,965,850,800.30 | 11,815,279,886.85 |
| Paid Share Capital (RON) | 9,746,649,630.90 | 10,638,419,685.30 | 11,469,658,154.35 |
| Number of Shares in Issue | 11,193,423,051 | 12,184,278,667 | 12,437,136,723 |
| Number of Paid Shares | 10,829,610,701 | 11,820,466,317 | 12,073,324,373 |
| Nominal Value per Share (RON) | 0.90 | 0.90 | 0.95 |
* In August 2015, the FSA endorsed (FSA Endorsement no. 278/ 12 August 2015) the decrease of the Fund's subscribed share capital from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund during the fourth buy-back programme.
** In May 2015, the FSA endorsed (through Endorsement no. 169/ 20 May 2015) the decrease of the subscribed share capital of the Fund, through the decrease of the nominal value of the Fund's shares with RON 0.05 (from RON 0.95 to RON 0.90 per share).
| Share Information | |
|---|---|
| Listing | Bucharest Stock Exchange |
| Since | 25 January 2011 |
| Listing | SFM of LSE |
| Since | 29 April 2015 |
| Bucharest Stock Exchange Symbol | FP |
| London Stock Exchange Symbol | FP. |
| Bloomberg ticker on BVB | FP RO |
| Bloomberg ticker on LSE | FP/ LI |
| Reuters | FP.BX |
| ISIN | ROFPTAACNOR5 |
| Financial Supervisory Authority Register No |
PJR09SIIR/400006/18.08.2010 |
| CIVM Registration No | AC-4199-2/ 26.08.2015 |
| Shareholder Categories | % of subscribed share capital |
% of paid-in share capital |
% of voting rights |
|---|---|---|---|
| The Bank of New York Mellon (depository bank for | |||
| global depository receipts)2 | 32.13% | 33.20% | 33.92% |
| Foreign institutional shareholders | 22.53% | 23.28% | 23.82% |
| Romanian private individuals | 21.28% | 22.00% | 22.51% |
| Romanian institutional shareholders | 12.60% | 13.03% | 13.33% |
| Foreign private individuals | 6.03% | 6.23% | 6.38% |
| Ministry of Public Finance3 | 0.04% | 0.04% | 0.04% |
| Treasury shares4 | 2.14% | 2.22% | - |
| Unpaid shares5 | 3.25% | - | - |
There were 8,569 shareholders as at 30 September 2015.
Telephone: +40 21 200 9600
Fax: +40 21 200 9631/32
1 Source: Central Depositary
2 Out of which Fondul Proprietatea held 130,411 Global Depository Receipts (6,520,550 shares equivalent)
3 The percentage represents the paid shares; the percentage of subscribed share capital of Ministry of Public Finance is 3.29%, including the unpaid shares
4 12,345,186 treasury shares acquired by the Fund through the sixth buy-back programme and 227,572,250 treasury shares acquired through the fifth buy-back program
5 Shares unpaid by Romanian State represented by Ministry of Public Finance
Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch, as Sole Administrator and Fund Manager of Fondul Proprietatea presents the results of the Fund in accordance with the Romanian Accounting Regulations for the quarter ended 30 September 2015, with an unaudited net profit of RON 114.5 million (the unaudited net loss for the quarter ended 30 September 2014 was of RON 70.0 million). For the nine-month period ended 30 September 2015 the net profit was RON 471.1 million (for the nine-month period ended 30 September 2014 the net profit was RON 984.5 million).
The significantly better results in the quarter ended 30 September 2015 as compared to the same period in 2014 were mainly due to higher dividend income from the Fund's portfolio companies in the third quarter of 2015, while in the third quarter of 2014, a net accounting loss on disposal of portfolio holdings was recorded. The main factors behind the lower profits in the first nine months of 2015 as compared to 2014 were the lower net accounting result on disposal of portfolio holdings and lower dividend income from the Fund's portfolio companies recorded during the first nine months of 2015, compared to the same period in 2014. For more details, please see the section Financial Analysis.
Total shareholders' equity was RON 8,266.6 million as at 30 September 2015 (30 June 2015: RON 8,676.4 million).
The Fund reported a Net Asset Value ("NAV") of RON 12,000.3 million as at 30 September 2015 and a Net Asset Value per Share ("NAV per share") of RON 1.1342 (a negative NAV per Share total return of - 4.3% as compared to 30 June 2015). The NAV is prepared in accordance with the local rules issued by the capital market regulator.
In the quarter ended 30 September 2015, the Bucharest Stock Exchange outperformed most of the largest markets in Central Europe, except the Czech Republic, in both local currency and EUR terms, as shown in the table below:
| % change in Q3 2015 | in local currency | in EUR |
|---|---|---|
| PX (Czech Republic) | -1.06% | -0.50% |
| BET-XT (Romania) | -3.26% | -1.93% |
| BUX (Hungary) | -4.61% | -4.16% |
| ATX (Austria) | -7.56% | -7.56% |
| WIG20 (Poland) | -10.85% | -12.04% |
The discount of the Fund's share price to NAV was 30.3% as at 30 September 2015. In the quarter ended 30 September 2015, the discount ranged between 29.8% and 40.1%.
The following table shows a summary of the financial position of the Fund:
| NAV and Share Price Developments | Notes | Q3 2015 | Q3 2014 | H1 2015 | Q3 2015 vs Q3 2014 |
Q3 2015 vs H1 2015 |
|---|---|---|---|---|---|---|
| Total Shareholders' Equity (RON million) | a | 8,266.6 | 10,955.5 | 8,676.4 | -24.5% | -4.7% |
| Total NAV (RON million) | b, d | 12,000.3 | 14,703.4 | 12,645.9 | -18.4% | -5.1% |
| NAV per Share (RON) | b, d | 1.1342 | 1.2438 | 1.1851 | -8.8% | -4.3% |
| NAV per Share Total Return (%)* | c | -4.3% | -0.6% | +1.9% | ||
| Share Price as at the end of the period (RON) | 0.7900 | 0.9490 | 0.7950 | -16.8% | -0.6% | |
| Share Price Total Return (%)* | c | -0.6% | +11.3% | -5.8% | ||
| Share Price Discount to NAV as at the end of the period (%) |
30.3% | 23.7% | 32.9% | |||
| GDR Price as at the end of the period (USD) | 10.0000 | n.a. | 10.0000 | n.a. | 0.0% | |
| GDR Price Total Return (%)* | 0.0% | n.a | n.a | |||
| GDR Price Discount to NAV as at the end of the period (%) |
30.6% | n.a | 32.5% | |||
| Return of capital to shareholders (RON per share) | - | - | 0.0500 | |||
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch *Compared to the end of the previous period
As at 30 September 2015, the NAV (calculated according to local rules issued by the capital market regulator) is higher than the value of Shareholders' equity (calculated according to Romanian Accounting Regulations), principally due to the different valuation methodologies applied to financial assets, as illustrated in the following table:
| Local Capital Market Regulations* | Romanian Accounting Regulations | |
|---|---|---|
| Listed securities | Valued at closing market prices (regulated markets) |
Valued at cost less adjustments for impairment |
| Valued at reference prices (Alternative Trading Systems and Rasdaq market)** |
||
| Unlisted or illiquid listed securities |
Valued as per latest issued annual financial statements (proportionally with the stake held) or using fair valuation methodologies |
Valued at cost less adjustments for impairment |
* Details on the valuation methods used for each company are presented in the Annex 2 to this report; with effect from 31 December 2012, the shares of companies under insolvency or reorganisation procedure are valued either at zero or at a value assessed by an independent authorised valuer, using valuation methods in accordance with International Valuation Standards (fair value principles). The shares of companies under judicial liquidation procedure or any other liquidation procedures, as well as of companies under temporary or final suspension of operations, must be valued at zero until the respective procedures are completed.
** Reference price is considered to be: the average price for the securities listed on an Alternative Trading System, the closing price for the securities listed on section RGBS of Rasdaq and the average price for the securities listed on sections XMBS of Rasdaq and UNLS.
Source: BVB, Bloomberg
Source: BVB
In the third quarter of 2015, in our efforts to increase the visibility and the profile of the Fund, as well as the local capital market, and Romania, to a broader international institutional investor base, the Fund's management team participated in 5 global and regional emerging and frontier market conferences in London, New York, Warsaw, and Bucharest where we met representatives of 38 international institutional investors interested in finding out more details about the Fund and its equity story, and to receive updates on the Fund, the corporate actions, and the underlying holdings.
Also, during this quarter we organised 3 road-shows in Europe (London), and the United States (New York, Dallas, Los Angeles, Salt Lake City), where we participated in individual and group meetings with representatives from over 35 international institutional investment firms, both current shareholders and potential investors of the Fund.
In addition, we organised 22 individual meetings with current and prospective investors, as well as 18 conference calls with institutional investors and analysts covering Fondul Proprietatea, to discuss the latest developments regarding the Fund's portfolio companies and the ongoing and future corporate actions targeted at further reducing the discount of the Fund's share price to the Net Asset Value.
On 13 August, we organised the H1 2015 results conference call with analysts and investors in order to discuss the Fund's results during the first half of the year. 63 analysts and investors participated in the conference call.
On 16 September, we organised the second Retail Investor Day to update the Fund's retail investors on the latest developments of the Fund. 63 individual shareholders participated in the event.
Communication between the Fund Manager and investors remains our top priority as we aim to ensure that investors are informed about the latest developments and obtain their feedback as we continue to focus on maximising shareholder value.
The fifth buy-back programme started on 10 February 2015. On 30 July 2015, the Fund announced the completion of the programme, through which 227,572,250 shares of the Fund were acquired (equivalent to 1.87% of the Fund's subscribed share capital at that date) through daily acquisitions on the Bucharest Stock Exchange.
The total value of the buy-back programme was RON 193,470,259.59 (excluding brokerage fees and other acquisition related costs), and the weighted average price was approximately RON 0.8501 per share. The Fund Manager has put on the 29 October 2015 Extraordinary General Shareholders' Meeting ("EGM") agenda the approval of the cancellation of the shares repurchased during this buy-back programme. For further details regarding shareholders' decision, please see the section Subsequent Events.
On 27 April 2015 the General Shareholders' Meeting ("GSM") approved the sixth buy-back programme for a maximum number of 891,770,055 shares or the equivalent number of global depositary receipts corresponding to shares of Fondul Proprietatea, effective until 15 November 2016. The buy-back shall be performed at a price that is neither lower than RON 0.2 per share nor higher than RON 2 per share. The buy-back transactions can only be performed for fully paid shares. The shares repurchased will be cancelled. The implementation of this buy-back programme will be subject to the availability of the necessary cash. The buy-back programme started on 9 September 2015.
As at 30 September 2015, the total number of shares repurchased during the sixth buy-back programme was 21,660,405 (14,208,305 ordinary shares and 7,452,100 equivalent shares of the GDRs repurchased) representing 2.43% of the total programme, at the weighted average price, excluding transactions costs, of RON 0.7943 per share and of USD 10.1356 per GDR (1 GDR = 50 shares), respectively.
On 12 August 2015, the FSA endorsed the decrease of the subscribed share capital of the Fund from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund in the fourth buy-back programme in 2014 and 2015. The share capital decrease was effective beginning on 12 August 2015.
Therefore, starting on 12 August 2015, the new value of the Fund's subscribed share capital is RON 10,074,080,745.90, divided into 11,193,423,051 shares with a nominal value of RON 0.90 per share. The value of the paid in share capital is RON 9,746,649,630.90, divided into 10,829,610,701 shares with a nominal value of RON 0.90 per share.
As a result of the share capital decrease the new GDR facility limit, calculated as one third of the share capital, is 74,622,820 GDRs.
In the administrative file regarding the legal action initiated by the Fund against the FSA for the endorsement of the Addendum no. 2 to the Investment Management Agreement signed in 2010, the Bucharest Court of Appeal announced on 24 April 2014 that it ruled against the Fund and dismissed the claim. The Fund appealed the decision and we are waiting for the Supreme Court of Justice to set the first hearing.
On 4 May 2015, Fondul Proprietatea concluded a revolving committed credit facility of RON 500 million with Citibank Europe Plc, Dublin – Romania Branch. The purpose of the credit facility is for general corporate use, including share buy-backs, but excluding investments. It is intended to be a bridging loan.
On 23 June 2015, the Fund drew RON 450 million from the total credit facility, with one month maturity, with the intention to roll it over monthly, if needed. On 23 July 2015 and 21 August 2015, the Fund rolled over the amount drawn of RON 450 million, while on 21 September 2015 the Fund repaid RON 100 million and rolled over the remaining RON 350 million for one month.
For further updates regarding the credit facility agreement, please see the section Subsequent Events.
The Law 74/2015 implementing Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFM Directive") was published in the Official Gazette of Romania on 23 April 2015. Following the entry into force of the Law 74/2015 on 24 May 2015, the FSA approved Regulation 10/ 2015 regarding the alternative investment funds management ("Regulation 10/ 2015") on 22 July 2015, which was published in the Official Gazette of Romania on 28 July 2015. According to the FSA Regulation 10/2015, the Fund is qualified as an Alternative Investment Fund ("AIF") under the Romanian law implementing the AIFM Directive and needs to comply with the provisions of the law implementing AIFM Directive and Regulation 10/2015 before 24 May 2016.
On 15 September 2015 the Fund Manager called the General Shareholders' Meeting for 29 October 2015, proposing the AIFM Directive implementation plan at the level of the Fund as follows:
For further details regarding shareholders' decision, please see the section Subsequent Events.
The main decisions of the shareholders at the 29 October 2015 GSM, approved with more than 90% of the votes were the following:
On 21 October 2015 the Fund sold an aggregate of 16,000,000 existing shares in SNGN Romgaz SA ("Romgaz SA"), equivalent of 4.15% of the existing share capital of Romgaz SA, or 41.51% of the Fund's holding in Romgaz SA (14,715,000 in the form of shares and 1,285,000 in the form of global depositary receipts) to qualified investors and certain other investors, not exceeding 150 natural or legal persons per Member State, other than qualified investors (all within the meaning of paragraphs (2)(a) and (2)(b) of Article 3 of the Prospectus Directive). The shares were priced at RON 28.50 and USD 7.32 (in relation to disposals via dollar-denominated global depositary receipts, based on an intraday foreign exchange rate of RON 3.8927 per USD).
In November 2015 the Fund sold its entire holding in Petrotel Lukoil SA, respectively 2,152,291 shares. The transfer of the ownership title over the shares sold was recorded by the Central Depositary on 2 November 2015.
In October 2015 the Fund repaid the RON 350 million previously drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch.
The key performance indicator of the Fund is its Net Asset Value. The Fund is required to publish a monthly net asset value per share in accordance with local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end.
All NAV reports are published on the Fund's website at www.fondulproprietatea.ro, together with the share price and discount information.
CNVM Regulation no. 4/2010 as subsequently amended allows the NAV calculation based on best international practice suitable for a listed closed-end fund.
Listed securities are valued at closing market prices if listed on regulated markets, or reference prices if listed on an Alternative Trading System ("ATS"), on Rasdaq market or on UNLS section of BVB. In case of shares listed on ATS the reference price is considered to be the average price; in case of shares listed on Rasdaq the reference price is considered to be the closing price for the shares listed on section RGBS and the average price for the shares listed on section XMBS; and in case of shares traded on UNLS section of BVB the reference price is considered to be the average price.
Illiquid or unlisted securities are valued using either the value of shareholders' equity, as per the latest available annual financial statements, proportionally with the stake held, or according to International Valuation Standards which permit fair valuation.
Starting December 2012, the shares in the companies going through insolvency or a reorganisation procedure are valued either at zero, or at the value provided by an independent valuer, using valuation methods in accordance with International Valuation Standards which permit fair valuation (previously such holdings were valued at zero, until the procedure was finalised). The shares in the companies under a judicial liquidation procedure, or any other liquidation procedures, as well as in the companies under temporary or final suspension of operation, are valued at zero until the procedure is finalised.
Beginning December 2012, the treasury shares acquired through buy-backs are excluded from the number of shares used in the NAV per share computation.
In September 2015, Fondul Proprietatea started the sixth buyback programme which is carried out by the Fund both through buying ordinary shares on the Bucharest Stock Exchange and through buying GDRs on the London Stock Exchange.
From an accounting point of view the GDRs bought back by the Fund are accounted for exactly as the own ordinary shares repurchased, as a deduction in shareholders' equity (in an account with debit balance in shareholders' equity). This is the result of the application of substance over form principle, due to the fact that buyback via GDRs is only a technical/ legal form of the transaction, the substance of the transaction being that the Fund buys back its own shares, giving the same rights to both holders of Fund's ordinary shares and of Fund's GDRs, to take part in the buyback programmes carried out by the Fund.
According to CNVM Regulation no. 4/2010, as subsequently amended, in the computation of the NAV per share, the number of own shares bought back by the Fund, held at the NAV reporting date, should be deducted from the number of shares issued and paid-in.
Due to the fact that in substance the Fund's GDRs are similar with the ordinary shares to which they correspond, in the computation of the number of shares used in the calculation of NAV per share, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at NAV reporting date are also deducted (together with the number of the ordinary own shares bought back and held).
Starting 1 January 2015, according to FSA Instruction no. 2/6 August 2014, entities authorised, regulated and supervised by the FSA were required to apply IFRS as the basis of accounting. Therefore, starting on 1 January 2015 the Fund adopted IFRS as the statutory official accounting framework and used the accounting records under IFRS for the computation of the non-portfolio items for the 30 January 2015, 27 February 2015, 31 March 2015 and 30 April 2015 NAV reports.
In May 2015 FSA issued Instruction no. 1/19 May2015 (which amended Instruction no. 2/2014) according to which the implementation of IFRS as the official basis of accounting is postponed until 1 January 2016 and regulated entities should continue to apply the Romanian Accounting Regulations (CNVM Regulation 4/2011) in 2015. As a result, the Fund used the accounting records according to Romanian Accounting Regulations for the computation of the non-portfolio items in the monthly NAV reports, starting the 29 May 2015 NAV report.
The following chart shows information on the monthly published NAVs per share for the period 31 December 2014 to 30 September 2015:
Source: FTIML, based on NAV reports submitted to FSA *Based on Romanian Accounting Regulations for non-portfolio items **Based on IFRS for non-portfolio items
The grey section within May 2015 represents the value of the 2015 return of capital per share, approved by shareholders in January 2015, which was recorded in May 2015, following the FSA endorsement of this share capital decrease (Endorsement no. 169/ 20 May 2015), which resulted in a corresponding reduction of the NAV per share.
During the third quarter of 2015 the NAV per share decreased by 4.3%, mainly due to the negative impact of the decrease of the share prices of certain listed holdings, principally OMV Petrom SA (impact on the Fund's NAV of RON 450.8 million or RON 0.0426 per share) and Romgaz SA (impact on the Fund's NAV of RON 246.7 million or RON 0.0233 per share), while the buybacks carried out during the period had a slight positive impact.
During the third quarter of 2015, there were no material changes in the valuation of the Fund's unlisted holdings.
The Fund's Investment Objective is the maximisation of returns and per-share capital appreciation via investments mainly in Romanian equities and equity-linked securities. The equity exposure amounted to 100.7% of the Fund's NAV as at 30 September 2015. As at that date, the portfolio was composed of holdings in 49 companies (15 listed and 34 unlisted), containing a combination of privately held and state-controlled entities.
• Net cash and receivables includes bank deposits, current bank accounts, treasury bills and bonds, dividend receivables, as well as other assets, net of all liabilities (including short-term bank loans, liabilities to shareholders related to the returns of capital and dividends from previous years) and provisions.
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015
| ■ Oil & Gas | |
|---|---|
| Power utilities: generation 20.7% | |
| Power & Gas Utilities: transport, distribution, supply 28.8% $\blacksquare$ Infrastructure |
|
| E Banks | |
| $\blacksquare$ Others | |
| $\blacksquare$ Net Cash and Receivables $\blacksquare$ 0.7% |
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA
• The portfolio remained heavily weighted in power, oil and gas sectors (approx. 89.5% of the NAV), through a number of listed and unlisted Romanian companies.
| ■ Hidroelectrica SA 33.7% | |
|---|---|
| Enel Group companies 25.4% | |
| Electrica Group companies 11.9% | |
| GDF Suez Energy Romania SA 7.1% | |
| E.ON Group companies 9.0% | |
| ■ CN Aeroporturi Bucuresti SA 5.1% | |
| ■Societatea Nationala a Sarii SA 2.2% | |
| ■ Others……………………………… 5.6% | |
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA
| ■ OMV Petrom SA 64.2% | |
|---|---|
| Romgaz SA | |
| BRD Groupe Societe Generale SA 4.7% | |
| ■Nuclearelectrica SA 3.5% | |
| Banca Transilvania SA 3.6% | |
| ■Alro SA………………………………… 1.8% | |
| Conpet SA | |
| Others | |
• The largest unlisted company is Hidroelectrica SA (33.7% of the total value of unlisted companies in the portfolio)
• The largest listed company is OMV Petrom SA (64.2% of the total value of listed companies in the portfolio)
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA
| Fund's Stake (%) | Value as at 30 September 2015 |
% of NAV as at |
||
|---|---|---|---|---|
| No | Name | (RON million) | 30 September 2015 |
|
| 1 | OMV Petrom SA | 18.99% | 3,604.1 | 30.0% |
| 2 | Hidroelectrica SA | 19.94% | 2,178.1 | 18.2% |
| 3 | Romgaz SA | 10.00% | 1,156.3 | 9.6% |
| 4 | ENEL Distributie Banat SA | 24.12% | 640.5 | 5.3% |
| 5 | ENEL Distributie Muntenia SA | 12.00% | 465.8 | 3.9% |
| 6 | GDF Suez Energy Romania SA | 11.99% | 461.3 | 3.8% |
| 7 | E.ON Distributie Romania SA* | 18.34% | 445.9 | 3.7% |
| 8 | ENEL Distributie Dobrogea SA | 24.09% | 396.9 | 3.3% |
| 9 | CN Aeroporturi Bucuresti SA | 20.00% | 332.3 | 2.8% |
| 10 | BRD Groupe Societe Generale SA | 3.64% | 264.0 | 2.2% |
| 11 | Electrica Distributie Muntenia Nord SA | 21.99% | 235.6 | 2.0% |
| 12 | Electrica Distributie Transilvania Sud SA | 21.99% | 206.5 | 1.7% |
| 13 | Electrica Distributie Transilvania Nord SA | 22.00% | 201.6 | 1.7% |
| 14 | Banca Transilvania SA | 2.87% | 199.4 | 1.7% |
| 15 | Nuclearelectrica SA | 9.09% | 192.1 | 1.6% |
| 16 | Societatea Nationala a Sarii SA | 48.99% | 142.9 | 1.2% |
| 17 | E.ON Energie Romania SA | 13.39% | 133.9 | 1.1% |
| 18 | CN Administratia Porturilor Maritime SA | 19.99% | 132.6 | 1.1% |
| 19 | Electrica Furnizare SA | 22.00% | 126.4 | 1.1% |
| 20 | Complexul Energetic Oltenia SA | 21.55% | 108.5 | 0.9% |
| Top 20 equity holdings | 11,624.7 | 96.9% | ||
| Total equity holdings | 12,081.6 | 100.70% | ||
| Net cash and receivables | -81.3 | -0.70% | ||
| Total NAV | 12,000.3 | 100.0% |
Source: Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch, data as at 30 September 2015, based on NAV reports submitted to FSA * E.ON Distributie Romania SA was created at 31 December 2014 through the merger of E.ON Gaz Distributie SA (the absorbing company, whose name was changed) and E.ON Moldova Distributie SA (the absorbed company)
In July 2015, Banca Transilvania SA completed the registration of the share capital increase (from incorporation of reserves) with the Central Depositary. As a consequence, a number of 12,011,283 bonus shares received by the Fund were reflected as part of its portfolio (previously these shares were reflected in the other non-current assets category in the Fund's NAV report).
In August the Fund contributed in cash with RON 1.0 million to the share capital increase of Zirom SA. The capital increase was needed to finance an ongoing project aimed to increase the company's productivity and upgrading quality control and testing equipment.
There were no disposals of shares from the Fund's portfolio during the third quarter of 2015.
The Romanian National Energy Regulatory Authority ("ANRE") modified the tariff setting methodology for the electricity distribution service (Order 112/ 29 October 2014), with the most significant changes being the possibility given to the regulator to revise the regulatory rate of return ("RRR") starting from the second year of the ongoing five year regulatory period (2014 - 2018). Subsequently, ANRE effectively reduced the level of the RRR (before tax and expressed in real terms) to 7.70% from the previous level of 8.52% (Order 146/ 10 December 2014). The ANRE decision was challenged in Administrative Court by Fondul Proprietatea and some of the distribution companies and these cases are ongoing.
The proposed timetable for gradual elimination of the regulated electricity prices for non-household consumers and for household consumers is according with the table below:
| Non-household consumers – | Household consumers – | |
|---|---|---|
| % acquisition from the | % acquisition from the | |
| Starting date | competitive market | competitive market |
| 01.01.2013 | 30 | - |
| 01.04.2013 | 45 | - |
| 01.07.2013 | 65 | 10 |
| 01.09.2013 | 85 | 10 |
| 01.01.2014 | 100 | 20 |
| 01.07.2014 | 100 | 30 |
| 01.01.2015 | 100 | 40 |
| 01.07.2015 | 100 | 50 |
| 01.01.2016 | 100 | 60 |
| 01.07.2016 | 100 | 70 |
| 01.01.2017 | 100 | 80 |
| 01.07.2017 | - | 90 |
| 31.12.2017 | - | 100 |
| Source: ANRE |
Electricity prices (EUR/ MWh)
Source: Bloomberg, Hidroelectrica
Note: Day Ahead Market – monthly average for base load
| January – August 2015 | January – August 2014 | % change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Production | Import | Total | Production | Import | Total | Production | Import | |
| Coal | 3,354.8 | 2,988.8 | 366.0 | 3,194.0 | 2,912.1 | 281.9 | 5.0 | 2.6 | 29.8 |
| Oil | 7,119.7 | 2,521.8 | 4,597.9 | 6,840.4 | 2,536.8 | 4,303.6 | 4.1 | (0.6) | 6.8 |
| Natural gas | 5,773.2 | 5,706.1 | 67.1 | 6,101.4 | 5,770.8 | 330.6 | (5.4) | (1.1) | (79.7) |
| Hidro, Nuclear, and Import energy |
3,650.5 | 3,434.2 | 216.3 | 3,328.9 | 3,306.9 | 22.0 | 9.7 | 3.8 | 883.2 |
| Import oil products | 1,604.6 | - | 1,604.6 | 1,276.1 | - | 1,276.1 | 25.7 | - | 25.7 |
| Others | 325.7 | - | 325.7 | 260.2 | - | 260.2 | 25.2 | - | 25.2 |
| Total resources | 21,828.5 | 14,650.9 | 7,177.6 | 21,001.0 | 14,526.6 | 6,474.4 | 3.9 | 0.9 | 10.9 |
| Source: National Institute of Statistics (INSSE) |
Gas prices have increased starting 1 February 2013, pursuant to the schedule for gradual elimination of regulated gas prices. As of 1 January 2015, prices for supply to non-household consumers are determined freely, based on direct negotiation or acceptances of supplier's standard offer. Based on Government Decision no. 488/2015, the Government approved the updated schedule for gas price liberalisation for household consumers and heat producers (for the energy used in residential heating) for the period 1 July 2015 – 1 April 2020.
| Starting date | Household prices (RON/ MWh) |
|---|---|
| 01.07.2015 | 60.00 |
| 01.07.2016 | 66.00 |
| 01.04.2017 | 72.00 |
| 01.04.2018 | 78.00 |
| 01.04.2019 | 84.00 |
| 01.04.2020 | 90.00 |
| Source: Government Decision no. 488/2015 |
Gas prices (EUR/ thousand m3 )
Source: Wood & Co, Bloomberg
Starting with January 2015, the special infrastructure tax of 1.5% of the value of the special infrastructure assets, which most of the companies in the Fund's portfolio had to pay for the first time in 2014, has been lowered by one third to 1.0% of the value of such special infrastructure assets.
| RON million | 2013 | 2014 | 9M 2014 | 9M 2015*** | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Operating income | 1,752.9 | 2,078.0 | 1,484.5 | 1,721.1 | 942.0 | 2,015.0 |
| Net impairment losses | 414.3 | 684.4 | 445.2 | (18.1) | 430.0 | 550.0 |
| Net profit | 397.6 | 442.5 | 338.1 | 2,296.2 | 512.0** | 596.0** |
Source: based on consolidated IFRS financial statements (2013 figures have been restated)
*Budgeted figures before revision in October 2015
** Refers to budgeted gross profit, 2015 and 2014 budget does not include a line for net profit
*** Based on consolidated IFRS financial statements, including Volksbank Romania and the other companies in the group
October: Shareholders approved the merger of Banca Transilvania SA and Volksbank Romania. The integration process is expected to be finalised by the end of 2015. At the same meeting shareholders approved the revised budget for 2015, which includes the merger but excludes one-offs in the profitability estimates: it shows an improved ROE of 18.1% from 13.0% before revision of the budget, cost/ income of maximum 22.2% from 43.1% before revision of budget, and total asset growth of 22.9% from 3.9% in the previous budget.
November: The bank published the results for the first 9 months of 2015, which include the effects of the acquisition of Volksbank Romania and are therefore not directly comparable to results for the corresponding period from 2014. The bank also published a set of directly comparable results, which exclude the effects of the acquisition and show a 1.6% increase in operating income to RON 1,453.6 million, an 18.0% decline of impairment losses to RON 362.4 million and a 3.0% decline of net profit to RON 313.0 million.
| RON million | 2013 | 2014 | 9M 2014 | 9M 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Expected decrease | ||||||
| due to lower net | Around 3% | |||||
| Net banking income | 2,850.6 | 2,620.5 | 1,966.1 | 1,860.1 | interest income | increase |
| Net operating income | 1,491.3 | 1,295.3 | 1,006.2 | 906.2 | n.a. | |
| Significant | Significant | |||||
| Net cost of risk | 2,130.8 | 1,215.4 | 967.7 | 454.3 | improvement | decrease |
| Expected return to | Significant | |||||
| Net profit/ (loss) | (387.5) | 63.1 | 33.6 | 380.1 | profitability | improvement |
Source: Based on consolidated IFRS financial statements
* Budgeted figures
November: According to the unaudited consolidated IFRS financial statements for the first nine months of the year ended 30 September 2015 the bank reported a net profit of RON 380.1 million compared to a net profit of RON 33.6 million during the similar period of 2014. The net banking income decreased by 5.4% y.o.y to RON 1,860.1 million, while general operating expenses decreased by 0.6% y.o.y to RON 953.9 million, leading to a net operating income of RON 906.2 million, representing a decrease of 9.9% y.o.y. Net cost of risk decreased by 53.1% compared to the similar period of the previous year, to RON 454.3 million.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Total revenue | 302.4 | 305.2 | 140.7 | 157.1 | 297.1 | 306.1 |
| Operating profit | 76.6 | 83.8 | 50.9 | 70.7 | 43.3 | 55.1 |
| Net profit | 65.0 | 70.3 | 41.8 | 61.4 | 31.0 | 39.8 |
| Dividends | 50.6 | 32.3 | n.a. | n.a. | 13.5 | 17.6 |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
* Budgeted figures
August: Financial statements for the half year ended 30 June 2015 show total revenues increased compared to the same period of 2014 by 11.7% to RON 157.1 million and net profit increased 46.9% to RON 61.4 million.
September: Total traffic increased in the first 8 months of 2015 compared with the same period of 2014 by 12.7% to 38.9 million tons.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Total revenue | 641.4 | 689.7 | 316.7 | 361.7 | 676.8 | 725.8 |
| Operating profit | 91.0 | 124.4 | 60.8 | 106.7 | 39.9 | 40.6 |
| Net profit | 69.0 | 98.8 | 52.6 | 90.4 | 25.3 | 44.3 |
| Dividends | 61.6 | 51.2 | n.a. | n.a. | 12.6 | 24.4 |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
* Budgeted figures
August: Financial statements for the half year ended 30 June 2015 show total revenues increased compared to the same period of 2014 by 14.2% to RON 361.7 million and net profit increased 71.9% to RON 90.4 million.
September: Total passenger traffic increased by 11.8% to 6.1 million passengers in the first 8 months of 2015 compared with the same period of 2014.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2015* |
|---|---|---|---|---|---|
| Sales | 4,278.2 | 4,105.4 | 1,899.4 | 1,928.6 | 4,228.7 |
| Operating profit / (loss) | (28.0) | (638.7) | (157.4) | 94.6 | 98.3 |
| Net profit / (loss) | 4.5 | (693.6) | (193.5) | 13.6 | 0.7 |
| Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations * Budgeted figures |
September: The company released the financial results for the half year ended 30 June 2015: electricity sold from internal production increased by 7.6% y.o.y. to 5.5 TWh, operating revenues were 1.5% up y.o.y. to RON 1,928.6 million, the company recorded an operating profit of RON 94.6 million (compared to a loss of RON 157.4 million in the first six months of 2014) and a net profit of RON 13.6 million (compared to a loss of RON 193.5 million in the first six months of 2014); however, the expenses with the CO2 certificates were only partially recognised.
E.ON Distributie Romania SA was created on 31 December 2014 through the merger of E.ON Gaz Distributie SA (as the absorbing company, whose name was changed) and E.ON Moldova Distributie SA (as the absorbed company).
| RON million | 2013 | 2014 | 2014* | 2015*** |
|---|---|---|---|---|
| Sales | 726.5 | 770.5 | 748.0** | 1,448.0** |
| Operating profit | 74.0 | 96.8 | 50.0 | 217.0 |
| Net profit | 67.8 | 83.0 | 37.0 | 180.0 |
| Dividends**** | - | - | - | - |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations (2013 and 2014 figures reflect only gas distribution business as reported by the company)
* E.ON Gaz Distributie SA 2014 budget
**2014 budget: Power distribution revenue / 2015 budget: Power and gas distribution revenue
***Budgeted figures (includes also electricity distribution business)
****E.ON Gaz Distributie dividends
| RON million | 2013* | 2014* | 2014*** | 2015*** | ||||
|---|---|---|---|---|---|---|---|---|
| Operating revenue | 4,766.7 | 4,871.9 | 5,326.0** | 4,821.0** | ||||
| Operating profit | 226.6 | 108.6 | 159.0 | 125.0 | ||||
| Net profit | 224.5 | 94.0 | 131.0 | 110.0 | ||||
* Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
**Power and gas sales revenue
***Budgeted figures
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2015* | |||
|---|---|---|---|---|---|---|---|---|
| Total revenue | 792.8 | 805.4 | 388.3 | 394.2 | 778.3 | |||
| Operating profit | 132.6 | 159.6 | 78.1 | 94.3 | 165.5 | |||
| Net profit | 126.5 | 140.2 | 75.8 | 83.1 | 139.0 | |||
| Dividends | 105.5 | 112.1 | n.a. | n.a. | 111.1 | |||
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in operating revenues of 2.4% from RON 380.7 million to RON 390.0 million and a 9.6% increase in net profits from RON 75.8 million to RON 83.1 million.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2015* | ||
|---|---|---|---|---|---|---|---|
| Total revenue | 656.3 | 674.7 | 332.8 | 352.0 | 685.1 | ||
| Operating profit | 88.0 | 119.6 | 70.4 | 93.4 | 146.0 | ||
| Net profit | 63.7 | 95.3 | 61.1 | 80.0 | 120.3 | ||
| Dividends | 53.0 | 75.9 | n.a. | n.a. | 96.1 | ||
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in total revenues of 5.8% from RON 332.8 million to RON 352.0 million and a 30.9% increase in net profits from RON 61.1 million to RON 80.0 million.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2015* |
|---|---|---|---|---|---|
| Total revenue | 716.1 | 739.3 | 366.1 | 383.0 | 779.3 |
| Operating profit | 90.3 | 121.4 | 76.3 | 90.9 | 142.2 |
| Net profit | 69.3 | 100.1 | 66.5 | 77.3 | 110.4 |
| Dividends | 57.9 | 79.9 | n.a. | n.a. | 87.8 |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Financial results for the first six months of 2015 as per Romanian accounting regulations show an increase in total revenues of 4.6% from RON 366.1 million to RON 383.0 million and a 16.2% increase in net profits from RON 66.5 million to RON 77.3 million.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2015* |
|---|---|---|---|---|---|
| Total revenue | 4,795.2 | 4,055.4 | 2,056.9 | 2,056.2 | 4,097.5 |
| Operating profit | 100.1 | 223.7 | 141.6 | 73.5 | n.a. |
| Net profit | 101.5 | 204.7 | 130.6 | 66.2 | 95.1 |
| Dividends | 89.3 | 174.0 | n.a. | n.a. | - |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Financial results for the first six months of 2015 as per Romanian accounting regulations show revenues almost flat at RON 2,056.2 million compared with RON 2,056.9 million and a 49.3% decrease in net profits from RON 130.6 million to RON 66.2 million. The net profits in the first six months of 2014 were affected positively by one off events.
| RON million | 2013 | 2014 | 2014* | 2015* |
|---|---|---|---|---|
| Operating revenue | 659.3 | 631.4 | 571.8 | 557.0 |
| Operating profit | 203.4 | 188.4 | 191.3 | 188.1 |
| Net profit | 190.7 | 172.2 | 176.1 | 161.8 |
| Dividends | - | 85.7 | - | - |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Catalin Deaconescu and Gabriel Andronache were replaced as members of the board with Stanislav-Bogdan Laura Cristina and Violeta Floria following the request from SAPE (the government agency in charge with managing the state's participation in energy companies).
| RON million | 2013 | 2014 | 2014* | 2015* |
|---|---|---|---|---|
| Operating revenue | 544.5 | 526.5 | 480.7 | 461.9 |
| Operating profit | 148.9 | 102.7 | 154.7 | 154.7 |
| Net profit | 133.5 | 87.7 | 130.6 | 129.3 |
| Dividends | - | 43.6 | - | - |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
| RON million | 2013 | 2014 | 2014* | 2015* |
|---|---|---|---|---|
| Operating revenue | 997.7 | 1,001.4 | 903.4 | 901.1 |
| Operating profit | 220.9 | 246.3 | 287.7 | 244.1 |
| Net profit | 267.2 | 240.8 | 254.0 | 211.7 |
| Dividends | - | - | - | - |
| Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations *Budgeted figures
August: Cristian Cosmin was replaced as member of the board with Mihaela Preda following the request from SAPE (the government agency in charge with managing the state's participation in energy companies).
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Turnover | 4,127.1 | 4,337.2 | 2,332.7 | 2,536.7 | 4,667.1 | 4,441.4 |
| Operating profit | 518.7 | 560.9 | 416.9 | 426.7 | 372.7 | 262.1 |
| Net profit | 447.1 | 443.1 | 346.7 | 351.3 | 359.6 | 278.8 |
| Dividends** | 280.0 | 200.0 | n.a. | n.a. | - | - |
Source: consolidated IFRS financial statements
*Budgeted figures based on separate IFRS financial statements
**Dividends are based on the separate IFRS financial statements
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Turnover | 3,083.2 | 3,406.0 | 1,554.3 | 1,851.5 | 2,522.0** | 2,851.3** |
| Operating profit | 1,016.1 | 1,207.9 | 495.4 | 734.0 | 399.9 | 489.7 |
| Net profit | 718.8 | 941.5 | 410.0 | 596.9 | 246.5 | 371.9 |
| Dividends | - | 646.4 | n.a. | n.a. | - | 174.5 |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
*Budgeted figures **Operating revenue
September: The first 8 months of 2015 results as per Romanian accounting regulations show net profits of RON 830.0 million compared with RON 719.0 million in the first 8 months of 2014.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014** | 2015* |
|---|---|---|---|---|---|---|
| Sales | 1,932.5 | 1,794.6 | 853.9 | 858.4 | 1,816.3 | 1,884.0 |
| Operating profit/ (loss) | 459.3 | 173.8 | (18.4) | 14.4 | 103.1 | 57.7 |
| Net profit | 426.9 | 131.4 | 14.4 | 1.6 | 99.0 | 30.8 |
| Dividends*** | 340.9 | 90.4 | n.a. | n.a. | 47.7 | 15.7 |
Source: Based on consolidated IFRS financial statements audited
* Budgeted figures
** Revised budgeted figures
***Dividends are based on the separate IFRS financial statements
August: The company released the financial results for the first six months of 2015: electricity output was flat y.o.y. at 5.18 TWh and total sales were up 0.5% y.o.y. to RON 858.4 million. The total costs decreased slightly y.o.y. despite the additional costs generated by the planned shutdown of Unit 2 in Q2 2015 for approximately 25 days: total operating expenses decreased 3.3% to RON 843.9 million. Salaries expenses were higher than estimated mainly due to the fact that some benefits in kind were previously booked as other expenses.
Operating profit increased to RON 14.4 million in the first six months of 2015 compared to a loss of RON 18.4 million in the first six months of 2014, mostly supported by a lower tax on special construction, which was reduced to 1.0% from 1.5% previously (paid in full amount in first quarter of 2015). The bottom line decreased to RON 1.6 million compared to RON 14.4 million in the first six months of 2014 as financial losses offset improvements in operating activity.
| RON million | 2013 | 2014 | 9M 2014 | 9M 2015 | 2014* | 2015* |
|---|---|---|---|---|---|---|
| Sales | 24,185.2 | 21,541.3 | 16,194.6 | 13,626.8 | 17,140.0 | n.a. |
| Operating profit | 5,957.9 | 3,338.3 | 3,449.1 | 1,314.7 | 4,405.0 | 1,121.0 |
| Net profit/ (loss) | 4,824.0 | 2,099.7 | 2,406.7 | 990.7 | 3,936.0 | 1,102.0 |
| Dividends** | 1,744.6 | 634.4 | n.a. | n.a. | - | - |
Source: Based on consolidated IFRS financial statements
**Dividends based on separate IFRS financial statements
September: Shareholders approved the company's secondary listing on the London Stock Exchange by the issuance of Global Depository Receipts. The approval is valid until the end of 2016.
*Budgeted figures
Reiner Seele was confirmed by shareholders as the new President of the Supervisory Board. He had been appointed to this position on an interim basis in July. He is the new CEO of OMV AG since July 2015 and has extensive experience in the oil and gas industry at companies such as Wintershall AG, WINGAS GmbH and BASF AG.
November: The company published the results for the third quarter and for the first 9 months of 2015, which were significantly impacted by the 49.0% decline in average realised oil price compared to the same period of 2014, which was only partially compensated by strong refining margins and cost reductions. Total sales declined in the first 9 months by 15.9% to RON 13,626.8 million, group EBIT declined by 61.9% to RON 1,314.7 million and net profit declined 58.8% to RON 990.7 million. Results were also impacted by the revision of the company's assumptions for oil prices going forward, which resulted in unscheduled depreciation expenses of RON 786.0 million during the third quarter of 2015 alone.
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014** | 2015** |
|---|---|---|---|---|---|---|
| Sales | 3,894.3 | 4,493.3 | 2,526.3 | 2,235.1 | 5,089.5 | 4,587.5*** |
| Net profit | 995.6 | 1,409.9 | 871.0 | 766.6 | 1,160.6 | 1,511.9 |
| Dividends* | 990.6 | 1,214.1 | n.a. | n.a. | - | - |
Source: Based on audited IFRS financial statements
* Dividends are based on the separate IFRS financial statements
**Budgeted figures based on the Romanian Accounting Regulations
***Total operating revenues
September: The company published a current report offering additional details regarding the contractual situation with Electrocentrale Bucuresti SA, one of its biggest clients representing approximately 20% of annual sales, which was generating overdue receivables for which Romgaz SA recorded provisions of RON 136.0 million during the first 6 months of 2015. The Board decided to extend the contract which expired on 30 September until 15 October, later further extended to 15 November, with gas deliveries conditioned on payments in advance. The continuation of the contract beyond 15 November was conditioned by a clarification of the situation of overdue receivables.
Societatea Nationala a Sarii SA (Salrom)
| RON million | 2013 | 2014 | H1 2014 | H1 2015 | 2014** | 2015* |
|---|---|---|---|---|---|---|
| Operating revenue | 326.9 | 297.6 | 133.9 | 154.2 | 335.2 | 324.6 |
| Operating profit | 48.8 | 31.8 | 17.6 | 35.0 | 40.3 | 47.0 |
| Net profit | 42.8 | 24.5 | 13.4 | 29.4 | 35.2 | 40.2 |
| Dividends | 40.4 | 20.9 | n.a. | n.a. | 18.2 | 37.0 |
Source: Based on the financial statements prepared in accordance with applicable Romanian Accounting Regulations
*Budgeted figures
** Revised budgeted figures
August: The company released the financial results for the first six months of 2015: revenues increased by 15.2% y.o.y. to RON 154.2 million, operating profit almost doubled to RON 35.0 million and net profit rose 119.4%, reaching RON 29.4 million. The improvement in the financial results came mainly from the increase in salt quantities sold to the key clients and also from a slight cost reduction.
On 12 August 2015, the FSA endorsed the decrease of the subscribed share capital of the Fund from RON 10,965,850,800.30 to RON 10,074,080,745.90, following the cancellation of 990,855,616 treasury shares acquired by the Fund in the fourth buy-back programme in 2014 and 2015. The share capital decrease was effective beginning on 12 August 2015. Therefore, starting on 12 August 2015, the new value of the Fund's subscribed share capital is RON 10,074,080,745.90, divided into 11,193,423,051 shares with a nominal value of RON 0.90 per share. The value of the paid in share capital is RON 9,746,649,630.90, divided into 10,829,610,701 shares with a nominal value of RON 0.90 per share. As a result of the share capital decrease the new GDR facility limit, calculated as one third of the share capital, is 74,622,820 GDRs.
The unaudited Balance Sheet and Income Statement for the nine-month period ended 30 September 2015, prepared in compliance with Romanian Accounting Regulations are included in full in Annex 1 to this Report.
This section provides a commentary on the principal elements of the Fund's financial position and results for the quarter ended 30 September 2015, in compliance with Romanian Accounting Regulations.
| RON million | 31 December 2014 | 30 June 2015 | 30 September 2015 |
|---|---|---|---|
| Audited | Unaudited | Unaudited | |
| Intangible assets | 0.8 | 0.8 | 0.7 |
| Financial assets | 9,075.2 | 8,798.4 | 8,348.0 |
| Non-current assets - total | 9,076.0 | 8,799.2 | 8,348.7 |
| Current assets - total | 319.5 | 438.6 | 343.0 |
| Prepaid expenses | - | 0.2 | 0.1 |
| Payables within one year | 41.4 | 544.5 | 408.1 |
| Total assets less current liabilities | 9,354.1 | 8,693.5 | 8,283.7 |
| Provisions | 15.1 | 17.1 | 17.1 |
| Shareholders' equity | 9,339.0 | 8,676.4 | 8,266.6 |
As at 30 September 2015 and as with previous periods, intangible assets included the value of the licenses and the implementation costs of the Fund's accounting and reporting software, net of accumulated amortisation.
Financial assets included the Fund's listed and unlisted equity investments. According to Romanian Accounting Regulations, both listed and unlisted equity investments are valued at cost (or their initial value) less adjustments for impairment.
For listed investments, the impairment adjustment records any adverse difference between cost and closing price (an impairment adjustment is booked if closing price is lower than cost). For unlisted or illiquid listed equity investments, the impairment test compares the cost with the Fund's share of shareholders' equity as per the portfolio companies' latest available financial statements or using values assessed by independent valuers, and any adverse result is booked as impairment. In performing the impairment test, the financial information from the most recent financial statements of the companies is corroborated with the most recent publicly available qualitative and quantitative information regarding the assets.
In the quarter ended 30 September 2015, the value of the financial assets decreased by RON 450.4 million, mainly as a result of the increase of the impairment adjustments recorded for certain listed equity investment because of their share price decrease (principally OMV Petrom SA, with an additional impairment adjustment of RON 450.8 million).
The decrease in current assets of RON 95.6 million and the decrease in payables of RON 136.4 million in the quarter ended 30 September 2015 was mainly a result of the repayment of RON 100.0 million from the amounts drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch. Also, during the third quarter of 2015 the payables decreased as a result of the payments made to shareholders related to the 2015 return of capital of RON 29.0 million.
| Quarter 3 2014 | Quarter 3 2015 | 9 month period ended 30 September 2014 |
9 month period ended 30 September 2015 |
|
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | |
| Revenues from current activity, out of which: | 246.8 | 137.3 | 1,699.4 | 575.9 |
| Revenues from financial assets | 20.0 | 134.3 | 669.8 | 567.5 |
| Interest income | 8.4 | 0.9 | 16.8 | 2.4 |
| Reversal of impairment adjustments and provisions | 0.2 | 0.3 | 30.2 | 0.5 |
| Revenues from disposal of financial assets | 216.7 | 0.0 | 979.1 | 1.9 |
| Revenues from foreign exchange differences | 0.1 | 0.1 | 1.4 | 0.4 |
| Other income from current activity | 1.4 | 1.7 | 2.1 | 3.2 |
| Expenses from current activity, out of which: | 307.7 | 26.1 | 690.9 | 102.8 |
| Expenses from disposal of financial assets | 277.4 | 0.0 | 605.6 | 5.0 |
| Expenses from foreign exchange differences | 0.1 | 0.2 | 2.2 | 0.6 |
| Depreciation, provisions, losses from receivables and sundry debtors |
0.1 | 0.5 | 2.1 | 2.7 |
| Commissions and fees | 9.0 | 3.2 | 23.1 | 12.4 |
| Interest expense | - | 1.7 | - | 1.8 |
| Other expenses from current activity* | 21.1 | 20.5 | 57.9 | 80.3 |
| Gross profit/ (loss) | (60.9) | 111.2 | 1,008.5 | 473.1 |
| Income tax expense | 9.1 | (3.3) | 24.0 | 2.0 |
| Net profit/ (loss) | (70.0) | 114.5 | 984.5 | 471.1 |
* Other expenses from current activity include third party expenses, bank charges, utilities expenses, remuneration expenses, as well as other expenses, duties and other taxes
Revenues from financial assets represent dividend income earned from the Fund's portfolio companies. In Romania, companies typically declare dividends in the second quarter of the year, which explains the lower dividend income in the third quarter. The main part of the dividends recorded in the third quarter of 2015 was from Romgaz SA (RON 121.4 million) and Societatea Nationala a Sarii SA (RON 10.2 million).
Commissions and fees in the third quarter of 2015 mainly include the FSA's annual fee (which decreased in 2015 from 0.1% per year to 0.0936% per year, i.e. 0.0078% per month), calculated on the basis of the Fund's NAV, amounting to RON 2.9 million (third quarter of 2014: RON 3.7 million) and the depositary bank's fees of RON 0.3 million (third quarter of 2014: RON 0.5 million).
During the quarter ended 30 September 2015, the commissions and fees were lower than in the same period of 2014 also as a result of the higher intermediary fees related to the disposals of equity investments incurred in 2014, in amount of RON 4.3 million (quarter ended 30 September - 2015: nil) and FSA and BVB fees related to disposal of shares in amount of RON 0.5 million (quarter ended 30 September 2015: nil).
Interest expense recorded in the quarter ended 30 September 2015 is related to the credit facility contracted from Citibank Europe Plc, Dublin - Romania Branch.
Other expenses from current activity can be analysed as follows:
| RON million | Quarter 3 2014 |
Quarter 3 2015 |
9 month period ended 30 September 2014 |
9 month period ended 30 September 2015 |
|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | |
| FTIML investment management and administration fees (Base fee and Distribution fee) |
14.2 | 14.0 | 40.4 | 54.4 |
| Remunerations and similar expenses | 0.3 | 0.3 | 0.9 | 0.8 |
| Other expenses | 6.6 | 6.2 | 16.6 | 25.1 |
| Other expenses from current activity | 21.1 | 20.5 | 57.9 | 80.3 |
In the third quarter of 2015, other expenses included mainly the secondary listing expenses, litigation assistance, legal advisory expenses and investor relations expenses.
Although this report covers the quarter ended 30 September 2015, given that the Fund reports on a quarterly basis, the following split has been prepared to show also the actual results for the nine-month period ended 30 September 2015.
| RON million | 9 month period | |||
|---|---|---|---|---|
| Q1 2015 | Quarter Q2 2015 |
Q3 2015 | ended 30 September 2015 |
|
| Unaudited | Unaudited | Unaudited | Unaudited | |
| Revenues from current activity, out of which: | 1.5 | 437.1 | 137.3 | 575.9 |
| Revenues from financial assets | - | 433.2 | 134.3 | 567.5 |
| Interest income | 1.1 | 0.4 | 0.9 | 2.4 |
| Reversal of impairment adjustments and provisions | 0.2 | - | 0.3 | 0.5 |
| Revenues from disposal of financial assets | 0.1 | 1.8 | 0.0 | 1.9 |
| Revenues from foreign exchange differences | 0.1 | 0.2 | 0.1 | 0.4 |
| Other income from current activity | - | 1.5 | 1.7 | 3.2 |
| Expenses from current activity, out of which: | 20.9 | 55.8 | 26.1 | 102.8 |
| Expenses from disposal of financial assets | - | 5.0 | 0.0 | 5.0 |
| Expenses from foreign exchange differences | 0.1 | 0.3 | 0.2 | 0.6 |
| Depreciation, provisions, losses from receivables and sundry debtors |
0.1 | 2.1 | 0.5 | 2.7 |
| Commissions and fees | 4.0 | 5.2 | 3.2 | 12.4 |
| Interest expense | - | 0.1 | 1.7 | 1.8 |
| Other expenses from current activity* | 16.7 | 43.1 | 20.5 | 80.3 |
| Gross Profit/ (loss) | (19.4) | 381.3 | 111.2 | 473.1 |
| Income tax expense | 2.4 | 2.9 | (3.3) | 2.0 |
| Net Profit/ (loss) | (21.8) | 378.4 | 114.5 | 471.1 |
* Other expenses from current activity include third party expenses, bank charges, utilities expenses, remuneration expenses, as well as other expenses, duties and other taxes
| Description | 30 September 2015 | |||
|---|---|---|---|---|
| 1. | Current Liquidity ratio | |||
| Current Assets Current Liabilities Current Liabilities include short-term borrowings (amounts drawn from the credit facility with Citibank Europe Plc, Dublin - Romania Branch) |
= | 0.8 | ||
| 2. | Debt-to-Equity ratio (%) | |||
| Borrowings Shareholders' Equity Borrowings include short-term borrowings (amounts drawn from the credit facility with Citibank Europe Plc, Dublin - Romania Branch) |
x 100 | = | 4.2% | |
| 3. | Receivable Turnover ratio (number of days) | |||
| Average balance of receivables from customers Turnover or sales This ratio is not applicable to an investment fund and was not calculated. |
x 365 | = | n.a. | |
| 4. | Turnover of Non-current Assets | |||
| Gross turnover Non-current assets Total Revenues from current activity have been used in computation of this ratio. This ratio has no real significance for an investment fund. |
= | 0.069 |
Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA
Oana Truța Mihaela Moleavin
12 November 2015
Prepared by Legal Representative Financial Reporting Manager
Prepared in accordance with the National Securities Commission ("CNVM") Regulation no. 4/2011 regarding accounting regulations compliant with EEC Directive IV, applicable to the entities authorised, regulated and monitored by the Financial Supervision Authority ("FSA"), approved by CNVM Order no. 13/2011, ("Romanian Accounting Regulations")
(This is a translation from the official Romanian version)
This is a translation from the official Romanian version
(all amounts are expressed in RON, unless otherwise specified)
The format of the Financial Statements as at 30 September 2015 for the entities authorised, regulated and supervised by the Financial Supervision Authority (FSA), for the closed-end funds (AOPC) set up under articles of association
Type of financial statement: SI County: Bucharest Ownership type: 22 Legal entity: Fondul Proprietatea SA Main activity: Address: Bucharest, District 1, (CAEN group): 643 78-80, Buzeşti Street, 7th Floor CAEN class: 6430 Telephone: 021/200 96 00, Fax: 021/200 96 31 Sole Registration Code: 18253260 Trade Register no.: J40/21901/2005
| Balance | ||||
|---|---|---|---|---|
| Row | 1 January 2015 Audited |
30 September 2015 Unaudited |
||
| A | B | 1 | 2 | |
| A. NON-CURRENT ASSETS | ||||
| I. INTANGIBLE ASSETS | ||||
| 3.Concessions, patents, licences, trademarks and similar rights | ||||
| and other intangible assets (acc. 205 + 208 - 2805 - 2808 - 2905 | ||||
| - 2908) | 03 | 474,262 | 712,704 | |
| 5. Advances and intangible assets in progress | ||||
| (acc. 233+234-2933) | 05 | 363,126 | 16,239 | |
| TOTAL: (rows. 01 to 05) | 06 | 837,388 | 728,943 | |
| III. FINANCIAL ASSETS | ||||
| 1. Shares held in subsidiaries (acc. 261 - 2961) | 12 | 52,286,860 | 57,638,815 | |
| 3. Investments in associates (acc. 263 - 2963) | 14 | 4,467,710,174 | 3,682,328,857 | |
| 5. Other investments held as financial assets | ||||
| (acc. 262 + 264 + 265 + 266 - 2696 - 2962 - 2964) | 16 | 4,555,184,931 | 4,608,019,423 | |
| TOTAL: (rows 12 to 17) | 18 | 9,075,181,965 | 8,347,987,095 | |
| NON-CURRENT ASSETS - TOTAL | ||||
| (rows 06 + 11 + 18) | 19 | 9,076,019,353 | 8,348,716,038 | |
| B. CURRENT ASSETS | ||||
| II. RECEIVABLES | ||||
| 1. Trade receivables | ||||
| (acc. 2675 + 2676 + 2678 + 2679 - 2966 - 2969 + 4092 + 411 + | ||||
| 413 + 418 – 491) | 24 | 227 | 2,729 | |
| 4. Other receivables (acc. 425 + 4282 + 431 + 437 + 4382 + 441 | ||||
| + 4424 + 4428 + 444 + 445 + 446 + 447 + 4482 + 4582 + 461 + | ||||
| 473 - 496 + 5187) | 27 | 8,702,027 | 68,805,739 | |
| TOTAL: (rows 24 to 28) | 29 | 8,702,254 | 68,808,468 | |
| III. SHORT TERM INVESTMENTS | ||||
| 2. Other short term investments (acc. 5031 +5032 + 505 + 5061 + | ||||
| 5062 + 5071 + 5072 + 5081 + 5082 + 5088 + 5089 - 593 - 595 - | ||||
| 596 - 597 - 598 +5113 +5114) | 31 | 194,588,981 | 130,942,757 | |
| TOTAL: (rows 30 to 31) | 32 | 194,588,981 | 130,942,757 |
.
| Balance | ||||||
|---|---|---|---|---|---|---|
| Row | 1 January 2015 Audited |
30 September 2015 Unaudited |
||||
| B | 1 | 2 | ||||
| IV. CASH AND BANK ACCOUNTS | ||||||
| (acc. 5112 + 5121 + 5122 + 5123 + 5124 + 5125 + 5311 + 5314 + | ||||||
| 5321 + 5322 + 5323 + 5328 + 5411 + 5412 + 542) | 33 | 116,158,127 | 143,273,765 | |||
| CURRENT ASSETS - TOTAL | ||||||
| (rows 23 + 29 + 32 + 33) | 34 | 319,449,362 | 343,024,990 | |||
| C. PREPAID EXPENSES | ||||||
| (acc. 471) | 35 | 44,627 | 132,119 | |||
| D. PAYABLES WITHIN ONE YEAR | ||||||
| 2. Amounts owed to credit institutions | ||||||
| (acc.1621+1622+1624+1625+1627+1682+5191+5192+5198) | 37 | - | 350,171,111 | |||
| 4. Trade payables (acc. 401 + 404 + 408) | 39 | 19,348,098 | 27,048,757 | |||
| 8. Other payables, including tax and social security payables | ||||||
| (acc. 1623 + 1626 + 167 + 1687 + 2698 + 421 + 423 + 424 + 426 | ||||||
| + 427 + 4281 + 431 + 437 + 4381 + 441 + 4423 + 4428 + 444 + | ||||||
| 446 + 447 + 4481 + 4551 + 4558 + 456 + 457 + 4581 + 462 + | ||||||
| 473 + 509 + 5186 + 5193 + 5194 + 5195 + 5196 + 5197) | 43 | 22,048,305 | 30,889,248 | |||
| TOTAL: (rows 36 to 43) | 44 | 41,396,403 | 408,109,116 | |||
| E. NET CURRENT ASSETS OR NET CURRENT LIABILITIES | ||||||
| (rows 34 + 35 - 44 - 60.2) | 45 | 278,097,586 | (64,952,007) | |||
| F. TOTAL ASSETS LESS CURRENT | ||||||
| LIABILITIES (rows 19 + 45) | 46 | 9,354,116,939 | 8,283,764,031 | |||
| H. PROVISIONS | ||||||
| 2. Provisions for taxes (acc. 1516) | 57 | 3,688,260 | 5,610,063 | |||
| 3. Other provisions (acc. 1511+1512+1513+1514+1518) | 58 | 11,397,683 | 11,528,858 | |||
| TOTAL PROVISIONS (rows 56 +57 + 58) | 59 | 15,085,943 | 17,138,921 | |||
| J. SHARE CAPITAL AND RESERVES | ||||||
| I. SHARE CAPITAL (rows 62 to 63) out of which: | 61 | 11,815,279,887 | 10,074,080,746 | |||
| - subscribed unpaid share capital (acc. 1011) | 62 | 345,621,733 | 327,431,115 | |||
| - subscribed paid in share capital (acc. 1012) | 63 | 11,469,658,154 | 9,746,649,631 | |||
| IV. RESERVES (rows 68-69+70+71+72+73+74) | 67 | (2,981,254,084) | (3,769,653,427) | |||
| 1. Legal reserves (acc. 1061) | 243,735,507 | 243,735,507 | ||||
| 2. Reserves related to impairment adjustments of financial assets | 68 | |||||
| (acc.1062 - debit balance) | 69 | 3,627,783,973 | 4,345,395,187 | |||
| 4. Reserves for financial assets received free of charge | ||||||
| (acc.1065) | 71 | 36,332,591 | 48,343,874 | |||
| 7. Other reserves (acc.1068) | 74 | 366,461,791 | 283,662,379 | |||
| TREASURY SHARES (acc.109 – debit balance) | 75 | 1,189,918,464 | 203,783,031 | |||
| V. RETAINED EARNINGS (acc. 117) | ||||||
| Credit balance | 78 | 733,501,705 | 1,694,923,658 | |||
| VI. RESULT FOR THE YEAR (acc. 121) | ||||||
| Credit balance | 80 | 1,012,898,265 | 471,057,164 | |||
| Profit allocation (acc. 129 – debit balance) | 82 | 51,476,313 | - | |||
| TOTAL SHAREHOLDERS' EQUITY | ||||||
| (rows 61 + 64 + 65 - 66 + 67 -75+76-77+78 -79+80-81-82) | 83 | 9,339,030,996 | 8,266,625,110 |
Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA
Oana Truţa Mihaela Moleavin
Prepared by Legal Representative Financial Reporting Manager
(all amounts are expressed in RON, unless otherwise specified)
| Period ended | |||
|---|---|---|---|
| Row | 30 September 2014 | 30 September 2015 | |
| Unaudited | Unaudited | ||
| A | B | 1 | 2 |
| A. REVENUES FROM CURRENT ACTIVITY – TOTAL (rows 02 to 11) | 01 | 1,699,425,039 | 575,930,694 |
| 1. Revenues from financial assets (acc. 761) | 02 | 669,786,503 | 567,477,317 |
| 4. Revenues from disposal of financial assets (acc.758(part)+764) | 05 | 979,130,301 | 1,877,301 |
| 6. Revenues from provisions, receivables previously written off and | |||
| sundry debtors (acc.754+781+786) | 07 | 30,215,575 | 558,240 |
| 7. Revenues from foreign exchange differences (acc.765) | 08 | 1,420,197 | 393,764 |
| 8. Interest income (acc.766) | 09 | 16,762,052 | 2,406,356 |
| 10. Other income from current activity | |||
| (acc. 705+706+708+741+758(part)+767+768 +7815) | 11 | 2,110,411 | 3,217,716 |
| B. EXPENSES FROM CURRENT ACTIVITY – TOTAL | |||
| (rows 13 to 20) | 12 | 690,937,477 | 102,854,403 |
| 12. Expenses from disposal of financial assets (acc. 658(part) +664) | 14 | 605,613,976 | 5,013,778 |
| 13. Expenses from foreign exchange differences (acc. 665) | 15 | 2,238,934 | 579,273 |
| 14. Interest expense (acc. 666) | 16 | - | 1,821,486 |
| 15. Commissions and fees (acc.622) | 17 | 23,087,069 | 12,438,633 |
| 16. Expenses for bank services and similar expenses (acc.627) | 18 | 78,496 | 45,330 |
| 17. Depreciation and amortization, provisions, losses from | |||
| receivables and sundry debtors (acc. 654 + 681 + 686) | 19 | 2,129,680 | 2,626,154 |
| 18. Other expenses from current activity | |||
| (rows 21+22+23+26+27) | 20 | 57,789,322 | 80,329,749 |
| a. Expenses with materials (acc.602+603+604) | 21 | - | 74 |
| c. Salary expenses (rows 24+25), of which: | 23 | 817,650 | 826,417 |
| c1. Salaries (acc.621+641+642 +644) | 24 | 675,000 | 686,961 |
| c2. Social security contributions (acc. 645) | 25 | 142,650 | 139,456 |
| d. Third party expenses | |||
| (acc.611+612+613+614+623+624+625+626+628+658(part)+ | |||
| 667 +668) | 26 | 55,426,642 | 77,594,134 |
| e. Other taxes, duties and similar expenses (acc. 635) | 27 | 1,545,030 | 1,909,124 |
| C. CURRENT RESULT | |||
| - Profit (row 01 - 12) | 28 | 1,008,487,562 | 473,076,291 |
| 19. TOTAL REVENUE (rows 01+30) | 34 | 1,699,425,039 | 575,930,694 |
| 20. TOTAL EXPENSES (rows 12+31) | 35 | 690,937,477 | 102,854,403 |
| G. GROSS PROFIT: | |||
| - Profit (row 34 - 35) | 36 | 1,008,487,562 | 473,076,291 |
| 21. INCOME TAX | |||
| - Income tax expense (acc.691) | 38 | 23,958,432 | 2,019,127 |
| H. RESULT FOR THE YEAR | |||
| - Profit (row 36-38-39) | 40 | 984,529,130 | 471,057,164 |
Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA
Oana Truţa Mihaela Moleavin
Prepared by Legal Representative Financial Reporting Manager
(all amounts are expressed in RON, unless otherwise specified)
| No | No of units | Amounts (RON) | |
|---|---|---|---|
| I. Data regarding the financial result | Row | 1 | 2 |
| Units that incurred profit | 01 | 1 | 471,057,164 |
| Units that incurred losses | 02 | - | - |
| Of which: | ||||
|---|---|---|---|---|
| No | Total | For the current |
For the investment |
|
| II. Data regarding the overdue payments | row | Col.2+3 | activity | activity |
| A | B | 1 | 2 | 3 |
| Overdue liabilities-total | ||||
| (row 05+09+15 to 19+23), of which: | 04 | 50,788 | 50,788 | - |
| Overdue suppliers – total (row 06 to 08), of which: | 05 | 50,788 | 50,788 | - |
| - over 1 year | 08 | 50,788 | 50,788 | - |
| IV. Interest, dividends and royalties paid during the reporting | No | |
|---|---|---|
| period. Subsidies collected and overdue receivables | row | Amounts |
| A | B | 1 |
| Gross dividend income paid to non-resident individuals, of | ||
| which: | 34 | 2,342,038 |
| - taxes owed to the state budget | 35 | - |
| Gross dividend income paid to non-resident juridical | ||
| persons, of which: | 36 | 495,684 |
| - taxes owed to the state budget | 37 | - |
| Gross dividend income paid to non-resident individuals in EU | ||
| member states | 38 | 54,958 |
| Gross services income paid to non-residents, of which: | 53 | 12,385,783 |
| - taxes owed to the state budget | 54 | 2,138,193 |
| Gross services income paid to non-residents in EU member | ||
| states, of which: | 55 | 12,151,464 |
| - taxes owed to the state budget | 56 | 2,097,178 |
| Overdue receivables, which were not collected at the terms | ||
| provided in commercial contracts and/ or regulations in force, | ||
| of which: | 61 | 1,705,396 |
| - Overdue receivables from private sector entities | 63 | 1,705,396 |
This is a translation from the official Romanian version
| No | |||
|---|---|---|---|
| VIII. Other information | row | 30 September 2014 | 30 September 2015 |
| A | B | 1 | 2 |
| Financial assets, gross values (row 75+ 84), of which: | 74 | 12,764,924,086 | 12,698,704,429 |
| Shares held in subsidiaries, investments in associates, other | |||
| non-current investments and bonds, gross values (row 76 to | |||
| 83), of which: | 75 | 12,764,924,086 | 12,698,704,429 |
| - listed shares issued by residents | 76 | 7,441,759,326 | 7,389,927,168 |
| - unlisted shares issued by residents | 77 | 5,323,164,760 | 5,308,777,261 |
| Trade receivables, advances to suppliers and other similar | |||
| accounts, gross values (account 4092 + 411 + 413 + 418), of | |||
| which: | 87 | 29,304 | 2,502 |
| -external trade receivables, advances to foreign suppliers and other | |||
| similar accounts, gross values (from account 4092 + from account 411 + from account 413 + from account 418), of which |
88 | - | - |
| Receivables from social security and state budget (account 431 | |||
| + 437 + 4382 + 441 + 4424 + 4428 + 444 + 445 + 446 + 447 + | |||
| 4482), (row 92 to 96), of which: | 91 | 83,593 | 5,978,031 |
| - receivables from social securities (account 431 + 437 + 4382) | 92 | 38,305 | - |
| - fiscal receivables from state budget (account 441 + 4424+ 4428 + 444 + 446) |
93 | 45,288 | 5,978,031 |
| Other receivables (account 452 + 456 + 4582 + 461 + 471 + 473), of which: |
99 | 4,110,457 | 64,298,153 |
| - other receivables from individuals and legal entities, other than | |||
| receivables from public institutions, (from account 461 + from | |||
| account 471 + from account 473) | 101 | 4,110,457 | 64,298,153 |
| Interest receivable (account 5187), of which | 103 | 132,783 | 11,565 |
| - from non-residents | 104 | - | - |
| Short term investments, in gross amounts (account 501 + 503+ | |||
| 505 + 506 + 507+ from the account 508) (row 107 to 115), of | |||
| which: | 106 | 893,679,360 | 130,942,757 |
| - bonds issued by residents | 110 | 893,679,360 | 130,942,757 |
| Petty cash in RON and currency (row 118 + 119), of which: | 117 | 38 | 381 |
| - in RON (account 5311) | 118 | 38 | 381 |
| Bank accounts, in RON and currency (row 121 + 123), of which: | 120 | 334,225,429 | 143,273,384 |
| - in RON (account 5121), of which: | 121 | 334,221,456 | 143,269,249 |
| Bank accounts in RON opened with non-resident banks | 122 | - | - |
| - in currency (account 5124), of which: | 123 | 3,973 | 4,135 |
| Bank accounts in currency opened with non-resident banks | 124 | - | - |
| No | |||
|---|---|---|---|
| VIII. Other information (continued) | row | 30 September 2014 | 30 September 2015 |
| A | 1 | 2 | |
| Liabilities (row 129 + 132 + 135 + 138 + 141 + 144 + 147+ 150 + | |||
| 153+ 156 + 159+ 160 + 164 + 166 + 167 + 172 + 173 + 174 + 180), of | |||
| which: | 128 | 50,097,824 | 408,109,116 |
| Short-term domestic bank loans (acc. 5191 + 5192 + 5197 ), (row. | |||
| 136 + 137 ), of which: | 135 | - | 350,000,000 |
| - in RON | 136 | - | 350,000,000 |
| Accrued interest on short term domestic loans (from acc. 5198), | |||
| (row 139 + 140), of which: | 138 | - | 171,111 |
| - in RON | 139 | - | 171,111 |
| Trade payables, advances from clients and other similar | |||
| accounts, gross values (account 401 + 403 + 404 + 405 + 408 + | |||
| 419), of which: | 164 | 14,509,128 | 27,048,757 |
| - external trade payables, advances from foreign clients and other | |||
| similar accounts, gross values (from account 401 + from account 403 | |||
| + from account 404 + from account 405 + from account 408 + from | |||
| account 419) | 165 | 50,727 | 134,545 |
| Liabilities to employees and similar accounts (account 421 + 423 + 424 + 426 + 427 + 4281) |
166 | 54,470 | - |
| Liabilities to social security and state budget (account 431 + 437 | |||
| + 4381 + 441 + 4423 + 4428 + 444 + 446 + 447 + 4481), (row 168 to | |||
| 171), of which: | 167 | 10,259,803 | 987,135 |
| - liabilities to social securities (account 431 + 437 + 4381) | 168 | 26,005 | 26,105 |
| - fiscal liabilities to state budget (account 441 + 4423+ 4428 + 444 + | |||
| 446) | 169 | 10,233,798 | 961,030 |
| Other liabilities (account 452 + 456 +457 + 4581+ 462 + 472 + 473 | |||
| + 269 + 509), of which: | 174 | 25,274,423 | 29,902,113 |
| - settlements from associates, settlements with shareholders related | |||
| to share capital, settlement related to joint ventures (from account | |||
| 452 + 456 + 457 + 4581) | 175 | 25,274,423 | 28,044,755 |
| - other liabilities from individuals and juridical persons, other than | |||
| liabilities to public institutions, (from account 462 + from account 472 + from account 473) |
176 | - | 1,857,358 |
| Subscribed paid in share capital (account 1012), (row 183 to 186), | |||
| of which: | 182 | 11,469,656,814 | 9,746,649,631 |
| - listed shares | 183 | 11,469,656,814 | 9,746,649,631 |
| Brevets and licences (from account 205) | 187 | 5,139 | 5,139 |
| Nr. | ||||||
|---|---|---|---|---|---|---|
| IX. Subscribed paid in share capital | rd. | 30 September 2014 | 30 September 2015 | |||
| A | B | 1 | 2 | |||
| Amount % |
Amount | % | ||||
| (1) | (2) | (1) | (2) | |||
| Subscribed paid in share capital (account 1012) | ||||||
| (row 189 + 192 + 196 to 198) | 188 | 11,469,656,814 | 100.00% | 9,746,649,631 | 100.00% | |
| - share capital owned by public institutions, of | ||||||
| which: | 189 | 4,472,431 | 0.04% | 4,238,310 | 0.04% | |
| -public institution with Central subordination | 190 | 4,472,431 | 0.04% | 4,238,310 | 0.04% | |
| - owned by companies with private capital | 196 | 8,118,741,246 | 70.78% | 6,767,332,406 | 69.43% | |
| - owned by individuals | 197 | 3,077,777,957 | 26.84% | 2,751,435,430 | 28.24% | |
| - owned by other entities | 198 | 268,665,180 | 2.34% | 223,643,485 | 2.29% |
Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA
Oana Truţa Mihaela Moleavin
Prepared by Legal Representative Financial Reporting Manager
| Item | 31 December 2014 | 30 September 2015 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % of the net | % of the total | % of the | % of the total | Differences | ||||||
| asset | asset | Currency | RON | net asset | asset | Currency | RON | RON | ||
| I. | Total assets | 100.4265% | 100.0000% | 13,293,182,958.63 103.5442% | 100.0000% | 12,425,513,848.20 (867,669,110.43) | ||||
| 1 | Securities and money market instruments, out of which:* | 49.3065% | 49.0972% | 6,526,570,470.26 47.4279% | 45.8045% | 5,691,465,466.63 (835,105,003.63) | ||||
| 1.1. | securities and money market instruments admitted or traded on a regulated market from Romania, out of which: | 49.3065% | 49.0972% | - | 6,526,570,470.26 47.4279% | 45.8045% | - 5,691,465,466.63 (835,105,003.63) | |||
| 1.1.1 listed shares traded in the last 30 trading days | 49.0112% | 48.8033% | - | 6,487,488,092.22 46.6641% | 45.0668% | - 5,599,798,772.59 (887,689,319.63) | ||||
| 1.1.2 listed shares not traded in the last 30 trading days | 0.0554% | 0.0551% | - | 7,332,797.35 0.0887% | 0.0857% | - | 10,649,639.24 | 3,316,841.89 | ||
| 1.1.3 government bonds | 0.2399% | 0.2388% | - | 31,749,580.69 0.6751% | 0.6520% | - | 81,017,054.80 | 49,267,474.11 | ||
| 1.1.4 allotment rights not admitted at trading on a regulated market | - | - | - | - | - | - | - | - | - | |
| 1.2. | securities and money market instruments admitted or traded on a regulated market from a member state, out of which: | - | - | - | - | - | - | - | - | - |
| 1.2.1 listed shares traded in the last 30 trading days | - | - | - | - | - | - | - | - | - | |
| 1.2.2 listed shares not traded in the last 30 trading days | - | - | - | - | - | - | - | - | - | |
| 1.3. | securities and money market instruments admitted on a stock exchange from a non-member state or negotiated on another | - | - | - | - | - | - | - | ||
| regulated market from a non-member state, that operates on a regular basis and is recognised and opened to the public, | ||||||||||
| approved by the FSA | - | - | ||||||||
| 2 | New issued securities | - | - | - | - | - | - | - | - | - |
| 3 | Other securities and money market instruments mentioned at art. 187 letter a) of the Regulation no.15/2004, out of which: | 48.9398% | 48.7321% | - | 6,478,030,691.25 53.9255% | 52.0797% | - 6,471,179,383.70 | (6,851,307.55) | ||
| - shares not admitted at trading on a regulated market | 48.9398% | 48.7321% | - | 6,478,030,691.25 53.9255% | 52.0797% | - 6,471,179,383.70 | (6,851,307.55) | |||
| 4 | Bank deposits, out of which: | 0.8267% | 0.8232% | 109,424,929.82 1.1159% | 1.0776% | 133,880,817.48 | 24,455,887.66 | |||
| 4.1. | bank deposits made with credit institutions from Romania | 0.8267% | 0.8232% | - | 109,424,929.82 1.1159% | 1.0776% | - | 133,880,817.48 | 24,455,887.66 | |
| - in RON | 0.8267% | 0.8232% | 109,424,929.82 1.1159% | 1.0776% | 133,880,817.48 | 24,455,887.66 | ||||
| - in EUR | - | - | - | - | - | - | - | - | - | |
| 4.2. | bank deposits made with credit institutions from an EU state | - | - | - | - | - | - | - | - | - |
| 4.3. | bank deposits made with credit institutions from a non-EU state | - | - | - | - | - | - | - | - | - |
| 5 6 |
Derivatives financial instruments traded on a regulated market Current accounts and petty cash out of which: |
- 0.0520% |
- 0.0517% |
- | - 6,879,128.79 0.0783% |
- | - 0.0757% |
- | - 9,404,513.21 |
- 2,525,384.42 |
| - in RON | 0.0520% | 0.0517% | - | 6,877,087.90 0.0783% | 0.0757% | - | 9,400,377.80 | 2,523,289.90 | ||
| - in EUR | 0.0000% | 0.0000% EUR | 295.30 | 1,323.57 0.0000% | 0.0000% EUR | 721.51 | 3,186.69 | 1,863.12 | ||
| - in USD | 0.0000% | 0.0000% USD | 103.36 | 381.07 0.0000% | 0.0000% USD | 191.12 | 751.90 | 370.83 | ||
| - in GBP | 0.0000% | 0.0000% GBP | 58.55 | 336.25 0.0000% | 0.0000% GBP | 32.93 | 196.82 | (139.43) | ||
| 7 | Money market instruments, others than those traded on a regulated market, according to art. 101 par. (1) letter g) of Law no. | 1.2302% | 1.2250% | - | 162,839,401.16 0.4160% | 0.4018% | - | 49,925,702.81 (112,913,698.35) | ||
| 297/2004 regarding the capital market, with subsequent additions and amendments, out of which: | ||||||||||
| - Treasury bills with discount, with original maturities of less than 1 year | 1.2302% | 1.2250% | - | 162,839,401.16 0.4160% | 0.4018% | - | 49,925,702.81 (112,913,698.35) | |||
| 8 | Participation titles of OCIU and/or of UCITS (A.O.P.C./ O.P.C.V.M.) | - | - | - | - | - | - | - | - | - |
| 9 | Other assets out of which: | 0.0713% | 0.0708% | - | 9,438,337.35 0.5806% | 0.5607% | - | 69,657,964.37 | 60,219,627.02 | |
| - net dividend receivable from Romanian companies | - | - | - | - 0.3217% | 0.3106% | - | 38,599,121.65 | 38,599,121.65 | ||
| - receivable representing the amount transferred to Central Depositary for 2015 return of capital and not yet paid to / collected by | - | - | - | - 0.1864% | 0.1801% | - | 22,373,874.70 | 22,373,874.70 | ||
| shareholders until the end of the period | ||||||||||
| - dividend withholding tax to be recovered from Austrian Tax Authorities | 0.0078% | 0.0078% EUR 231,495.58 | 1,037,586.34 0.0085% | 0.0082% EUR 231,495.58 | 1,022,446.53 | (15,139.81) | ||||
| - tax on dividends to be recovered from the State Budget | 0.0011% | 0.0011% | - | 149,764.00 0.0056% | 0.0054% | - | 666,718.00 | 516,954.00 | ||
| - tax on profit to be recovered from the State Budget | 0.0554% | 0.0551% | - | 7,330,440.00 0.0443% | 0.0427% | - | 5,311,313.00 | (2,019,127.00) | ||
| - intangible assets | 0.0063% | 0.0063% | - | 837,387.74 0.0060% | 0.0059% | - | 728,943.31 | (108,444.43) | ||
| - other receivables, out of which: | 0.0003% | 0.0002% | - | 38,531.79 0.0069% | 0.0066% | - | 823,428.39 | 784,896.60 | ||
| - in RON | 0.0003% | 0.0002% | - | 38,531.79 0.0069% | 0.0066% | - | 823,428.39 | 784,896.60 | ||
| - prepaid expenses | 0.0004% | 0.0003% | - | 44,627.48 0.0012% | 0.0012% | - | 132,118.79 | 87,491.31 | ||
| II. | Total liabilities | 0.4265% | 0.4249% | 56,482,344.50 | 3.5442% | 3.4225% | 425,248,037.60 | 368,765,693.10 | ||
| 1 | Liabilities in relation with the payments of fees due to the investment management company (S.A.I.) | 0.1213% | 0.1208% | - | 16,064,203.32 | 0.2219% | 0.2143% | - | 26,624,111.77 | 10,559,908.45 |
| 2 | Liabilities related to the fees payable to the depositary bank | 0.0015% | 0.0015% | - | 201,047.17 | 0.0009% | 0.0009% | - | 106,114.29 | (94,932.88) |
| 3 | Liabilities related to the fees payable to intermediaries | 0.0000% | 0.0000% | - | - 0.0000% | 0.0000% | - | - | - | |
| 4 | Liabilities related to commissions and other bank services | - | - | - | - | - | - | - | - | - |
| 5 | Interest payable | - | - | - | - 0.0014% | 0.0014% | - | 171,111.00 | 171,111.00 | |
| 6 | Liabilities related to issuance costs | - | - | - | - | - | - | - | - | - |
| 7 | Liabilities in relation with the fees/commissions to FSA | 0.0088% | 0.0088% | - | 1,164,864.63 | 0.0079% | 0.0076% | - | 947,485.55 | (217,379.08) |
| 8 | Liabilities related to audit fees | - | - | - | - | - | - | - | - | - |
| 9 | Other liabilities, out of which: | 0.2949% | 0.2938% | - | 39,052,229.38 | 3.3121% | 3.1983% | - | 397,399,214.99 | 358,346,985.61 |
| - short term credit facility | - | - | - | - 2.9167% | 2.8168% | - | 350,000,000.00 | 350,000,000.00 | ||
| - liabilities related to the return of capital | 0.0863% | 0.0860% | - | 11,434,903.60 0.2216% | 0.2139% | - | 26,579,831.85 | 15,144,928.25 | ||
| - dividends payable | 0.0412% | 0.0410% | - | 5,455,306.19 | 0.0123% | 0.0118% | - | 1,464,922.85 | (3,990,383.34) | |
| - provisions for risks and expenses | 0.1139% | 0.1135% | - | 15,085,941.78 | 0.1429% | 0.1379% | - | 17,138,921.97 | 2,052,980.19 | |
| - liabilities related to buybacks under settlement | 0.0262% | 0.0261% | - | 3,468,113.79 0.0155% | 0.0148% | - | 1,841,524.42 | (1,626,589.37) | ||
| - remunerations and related contributions | 0.0002% | 0.0002% | - | 25,420.00 | 0.0002% | 0.0002% | - | 26,234.00 | 814.00 | |
| - VAT payable to State Budget | 0.0038% | 0.0038% | - | 499,696.28 0.0001% | 0.0001% | - | 13,546.80 | (486,149.48) | ||
| - other liabilities, out of which: | 0.0233% | 0.0232% | - | 3,082,847.74 | 0.0028% | 0.0028% | - | 334,233.10 | (2,748,614.64) |
| Item | 31 December 2014 | 30 September 2015 | Differences | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % of the net | % of the total | % of the | % of the total | |||||||
| asset | asset | Currency | RON | net asset | asset | Currency | RON | RON | ||
| - in RON | 0.0222% | 0.0221% | - | 2,938,636.95 | 0.0017% | 0.0017% | - | 205,652.35 | (2,732,984.60) | |
| - in EUR | 0.0004% | 0.0004% EUR 11,499.00 | 51,539.67 | 0.0010% | 0.0010% EUR 27,502.01 | 121,468.12 | 69,928.45 | |||
| - in GBP | 0.0007% | 0.0007% GBP 16,136.36 | 92,671.12 0.0001% | 0.0001% GBP 1,190.00 | 7,112.63 | (85,558.49) | ||||
| III. | Net Asset Value (I - II) | 100.0000% | 99.5751% | 13,236,700,614.13 100.0000% | 96.5775% | 12,000,265,810.60 (1,236,434,803.53) |
* = Includes also the value of holdings in companies admitted to trading on Rasdaq market and AeRo market (alternative trading system)
| Item | 30 September 2015 | 31 December 2014 | Differences | ||
|---|---|---|---|---|---|
| Net Asset Value | 12,000,265,810.60 | 13,236,700,614.13 | (1,236,434,803.53) | ||
| Number of outstanding shares | 10,580,378,046 | 10,915,975,273 | (335,597,227) | ||
| Unitary net asset value | 1.1342 | 1.2125 | (0.0783) |
1.1 listed shares traded in the last 30 trading days
| Stake in Fondul | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Date of the last | No. of shares | Nominal | Stake in the | Proprietatea total | Stake in Fondul Proprietatea | ||||
| Issuer | Symbol | trading session | held | value | Share value | Total value | issuer's capital | asset | net asset Evaluation method |
| Alro Slatina SA | ALR | 30/Sep/2015 | 72,884,714 | 0.5 | 1.3900 | 101,309,752.46 | 10.21% | 0.8153% | 0.8442% Closing price |
| Banca Transilvania SA | TLV | 30/Sep/2015 | 87,081,804 | 1 | 2.2900 | 199,417,331.16 | 2.87% | 1.6049% | 1.6618% Closing price |
| BRD-Groupe Societe Generale SA | BRD | 30/Sep/2015 | 25,387,456 | 1 | 10.4000 | 264,029,542.40 | 3.64% | 2.1249% | 2.2002% Closing price |
| Conpet SA | COTE | 30/Sep/2015 | 524,366 | 3.3 | 67.8000 | 35,552,014.80 | 6.05% | 0.2861% | 0.2963% Closing price |
| IOR SA | IORB | 1/Sep/2015 | 2,622,273 | 0.1 | 0.3002 | 787,206.35 | 2.81% | 0.0063% | 0.0066% Reference price - Average price |
| Nuclearelectrica SA | SNN | 30/Sep/2015 | 27,408,381 | 10 | 7.0100 | 192,132,750.81 | 9.09% | 1.5463% | 1.6011% Closing price |
| Oil Terminal SA | OIL | 30/Sep/2015 | 36,796,026 | 0.1 | 0.0994 | 3,657,524.98 | 6.31% | 0.0294% | 0.0305% Closing price |
| OMV Petrom SA | SNP | 30/Sep/2015 | 10,758,648,186 | 0.1 | 0.3350 | 3,604,147,142.31 | 18.99% | 29.0060% | 30.0339% Closing price |
| Palace SA | PACY | 2/Sep/2015 | 5,832,482 | 0.1 | 0.3129 | 1,824,983.62 | 15.42% | 0.0147% | 0.0152% Reference price - Average price |
| Primcom SA | PRIB | 28/Sep/2015 | 1,427,188 | 0.1 | 12.4000 | 17,697,131.20 | 76.03% | 0.1424% | 0.1475% Reference price - Average price |
| Romaero SA | RORX | 29/Sep/2015 | 1,311,691 | 2.5 | 17.5000 | 22,954,592.50 | 20.99% | 0.1847% | 0.1913% Reference price - Average price |
| Romgaz SA | SNG | 30/Sep/2015 | 38,542,960 | 1 | 30.0000 | 1,156,288,800.00 | 10.00% | 9.3058% | 9.6355% Closing price |
| Total | 5,599,798,772.59 | 45.0668% | 46.6641% |
1.2 listed shares but not traded in the last 30 trading days
| Date of the last | Nominal | Stake in the | Stake in Fondul | Stake in Fondul | |||||
|---|---|---|---|---|---|---|---|---|---|
| Issuer | Symbol | trading session No. of shares held | value | Share value | Total value | issuer's capital | Proprietatea total asset | Proprietatea net asset Evaluation method | |
| Fair value / share (Shareholders' equity as of 31 December | |||||||||
| Alcom SA | ALCQ | 27/Jul/2015 | 89,249 | 2.5 | 116.6335 | 10,409,423.24 | 71.89% | 0.0838% | 0.0867% 2014 adjusted with dividends declared/ share) |
| Mecon SA | MECP | 14/Jul/2015 | 60,054 | 11.6 | 4.0000 | 240,216.00 | 12.51% | 0.0019% | 0.0020% Fair value / share (last trading price) |
| Romplumb SA | ROMR | 5/Oct/2001 | 1,595,520 | 2.5 | 0.0000 | 0.00 | 33.26% | 0.0000% | 0.0000% Priced at zero (company in insolvency) |
| Total | 10,649,639.24 | 0.0857% | 0.0887% |
Unlisted shares
| Acquisition price (total |
Stake in | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| No. of | price of | the | Stake in Fondul | Stake in Fondul | |||||
| Issuer | shares held |
Date of acquisition * |
acquisition of shares) |
Share value |
Total value | issuer's capital |
Proprietatea total asset |
Proprietatea net asset Company status |
Evaluation method |
| Aeroportul International Mihail Kogalniceanu - Constanta | Fair value / share (Value as per independent valuator's report as at | ||||||||
| SA | 23,159 | 19/Jul/2005 | 1,490,898 | 98.4498 | 2,279,998.92 | 20.00% | 0.0183% | 0.0190% Unlisted companies, in function | 31 March 2014) |
| Aeroportul International Timisoara - Traian Vuia SA | 32,016 | 19/Jul/2005 | 2,652,588 | 122.9046 | 3,934,913.67 | 20.00% | 0.0317% | 0.0328% Unlisted companies, in function | Shareholders' equity as of 31 December 2014/ share |
| BAT Service SA Cetatea SA |
194,022 354,468 |
19/Jul/2005 19/Jul/2005 |
656,686 118,840 |
0.0000 0.9504 |
0.00 336,886.39 |
33.00% 20.43% |
0.0000% 0.0027% |
0.0000% Dissolution 0.0028% Unlisted companies, in function |
Priced at zero Shareholders' equity as of 31 December 2014/ share |
| Fair value / share (Shareholders' equity as of 31 December 2014 | |||||||||
| CN Administratia Canalelor Navigabile SA | 203,160 | 19/Jul/2005 | 15,194,209 | 81.0905 | 16,474,345.98 | 20.00% | 0.1326% | 0.1373% Unlisted companies, in function | adjusted with dividends declared/ share) |
| CN Administratia Porturilor Dunarii Fluviale SA | 27,554 | 19/Jul/2005 | 675,810 | 0.0000 | 0.00 | 20.00% | 0.0000% | 0.0000% Unlisted companies, in function | Fair value/share: Nil |
| CN Administratia Porturilor Dunarii Maritime SA | 56,675 | 19/Jul/2005 | 1,706,051 | 20.4381 | 1,158,329.32 | 7.70% | 0.0093% | 0.0097% Unlisted companies, in function | Fair value / share (Shareholders' equity as of 31 December 2014 adjusted with dividends declared/ share) |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| CN Administratia Porturilor Maritime SA | 2,651,113 | 19/Jul/2005 | 65,441,294 | 50.0144 132,593,826.03 | 19.99% | 1.0671% | 1.1049% Unlisted companies, in function | 30 September 2014) | |
| CN Aeroporturi Bucuresti SA ** | 2,875,443 | 5/Feb/2010 | 131,168,263 | 115.5599 332,285,905.54 | 20.00% | 2.6742% | 2.7690% Unlisted companies, in function | Fair value / share (Value as per independent valuator's report as at 30 September 2014) |
|
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Complexul Energetic Oltenia SA**** | 27,387,940 | 31/May/2012 | 670,353,852 | 3.9606 108,472,675.16 | 21.55% | 0.8730% | 0.9039% Unlisted companies, in function | 30 September 2014) | |
| Comsig SA | 75,655 | 19/Jul/2005 | 132,633 | 22.7467 | 1,720,901.59 | 69.94% | 0.0138% | 0.0143% Unlisted companies, in function | Shareholders' equity as of 31 December 2014/ share |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| E.ON Distributie Romania SA* | 56,749,014 | 19/Jul/2005 | 169,541,165 | 7.8577 445,916,727.31 | 18.34% | 3.5887% | 3.7159% Unlisted companies, in function | 31 December 2014) Fair value / share (Value as per independent valuator's report as at |
|
| E.ON Energie Romania SA | 9,903,524 | 19/Jul/2005 | 45,765,358 | 13.5204 133,899,605.89 | 13.39% | 1.0776% | 1.1158% Unlisted companies, in function | 30 September 2014) | |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Electrica Distributie Muntenia Nord SA | 7,796,022 | 19/Jul/2005 | 165,221,141 | 30.2205 235,599,682.85 | 21.99% | 1.8961% | 1.9633% Unlisted companies, in function | 30 September 2014) Fair value / share (Value as per independent valuator's report as at |
|
| Electrica Distributie Transilvania Nord SA | 8,167,813 | 19/Jul/2005 | 113,299,904 | 24.6822 201,599,594.03 | 22.00% | 1.6225% | 1.6800% Unlisted companies, in function | 30 September 2014) | |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Electrica Distributie Transilvania Sud SA | 9,327,282 | 19/Jul/2005 | 125,918,629 | 22.1393 206,499,494.38 | 21.99% | 1.6619% | 1.7208% Unlisted companies, in function | 30 September 2014) | |
| Electrica Furnizare SA *** | 1,366,412 | 22/Jul/2011 | 17,819,672 | 92.4816 126,367,968.02 | 22.00% | 1.0170% | 1.0530% Unlisted companies, in function | Fair value / share (Value as per independent valuator's report as at 30 September 2014) |
|
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Enel Distributie Banat SA | 9,220,644 | 19/Jul/2005 | 141,578,929 | 69.4627 640,490,827.98 | 24.12% | 5.1546% | 5.3373% Unlisted companies, in function | 30 September 2014) | |
| Enel Distributie Dobrogea SA | 6,753,127 | 19/Jul/2005 | 114,760,053 | 58.7720 396,894,780.04 | 24.09% | 3.1942% | 3.3074% Unlisted companies, in function | Fair value / share (Value as per independent valuator's report as at 30 September 2014) |
|
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Enel Distributie Muntenia SA | 3,256,396 | 19/Jul/2005 | 107,277,263 | 143.0320 465,768,832.67 | 12.00% | 3.7485% | 3.8813% Unlisted companies, in function | 30 September 2014) | |
| Enel Energie Muntenia SA | 444,054 | 19/Jul/2005 | 2,833,769 | 146.7028 | 65,143,965.15 | 12.00% | 0.5243% | 0.5429% Unlisted companies, in function | Fair value / share (Value as per independent valuator's report as at 30 September 2014) |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Enel Energie SA | 1,680,000 | 19/Jul/2005 | 26,124,808 | 44.2720 | 74,376,960.00 | 12.00% | 0.5986% | 0.6198% Unlisted companies, in function | 30 September 2014) |
| GDF Suez Energy Romania SA | 2,390,698 | 19/Jul/2005 | 62,610,812 | 192.9649 461,320,800.50 | 11.99% | 3.7127% | 3.8443% Unlisted companies, in function | Fair value / share (Value as per independent valuator's report as at 30 September 2014) |
|
| Gerovital Cosmetics SA | 1,350,988 | 19/Jul/2005 | 340,996 | 0.0000 | 0.00 | 9.76% | 0.0000% | 0.0000% Dissolution | Priced at zero |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Hidroelectrica SA | 89,378,235 | 19/Jul/2005 | 3,107,667,996 | 24.3694 2,178,093,960.01 | 19.94% | 17.5292% | 18.1504% Judicial reorganisation | 30 September 2014) | |
| Petrotel - Lukoil SA | 2,152,291 | 19/Jul/2005 | 2,787,316 | 0.0000 | 0.00 | 0.97% | 0.0000% | 0.0000% Unlisted companies, in function | Priced at zero (negative equity) Fair value / share (Value as per independent valuator's report as at |
| Plafar SA | 132,784 | 28/Jun/2007 | 3,160,329 | 13.8119 | 1,833,999.33 | 48.99% | 0.0148% | 0.0153% Unlisted companies, in function | 30 September 2014) |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Posta Romana SA | 14,871,947 | 19/Jul/2005 | 84,664,380 | 3.7584 | 55,894,725.60 | 25.00% | 0.4498% | 0.4658% Unlisted companies, in function | 30 September 2014) |
| Salubriserv SA Simtex SA |
43,263 132,859 |
19/Jul/2005 28/Jun/2007 |
207,601 3,059,858 |
0.0000 0.0000 |
0.00 0.00 |
17.48% 30.00% |
0.0000% 0.0000% |
0.0000% Insolvency 0.0000% Juridical reorganisation |
Priced at zero Priced at zero |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Societatea Nationala a Sarii SA | 2,005,884 | 28/Jun/2007 | 76,347,715 | 71.2314 142,881,925.56 | 48.99% | 1.1499% | 1.1907% Unlisted companies, in function | 30 September 2014) | |
| World Trade Center Bucuresti SA | 198,860 | 19/Jul/2005 | 42,459 | 0.0000 | 0.00 | 19.90% | 0.0000% | 0.0000% Insolvency | Priced at zero |
| World Trade Hotel SA | 17,912 | 19/Jul/2005 | 17,912 | 0.0000 | 0.00 | 19.90% | 0.0000% | 0.0000% Unlisted companies, in function | Priced at zero (lack of annual financial statements for the year ended 31 December 2014) |
| Fair value / share (Value as per independent valuator's report as at | |||||||||
| Zirom SA | 4,835,083 | 28/Jun/2007 | 48,138,072 | 8.1359 | 39,337,751.78 100.00% | 0.3166% | 0.3278% Unlisted companies, in function | 30 September 2014) | |
| Total | 5,308,777,261 | 6,471,179,383.70 | 52.0797% | 53.9255% |
* = where the date of acquisition is shown as earlier than Fondul Proprietatea's date of incorporation (28 December 2005), the date of acquisition refers to the date of publishing in the Official Gazette of Law no. 247 / 19 July 2005, which determined that these investments would be transferred to Fondul Proprietatea on its future incorporation.
** = company formed as a result of the merger between CN "Aeroportul International Henri Coanda - Bucuresti" SA and S.N. "Aeroportul International Bucuresti Baneasa - Aurel Vlaicu" SA
*** = company formed as a result of the merger between S.C. Electrica Furnizare Transilvania Nord SA, S.C. Electrica Furnizare Transilvania Sud SA and S.C. Electrica Furnizare Muntenia Nord SA
**** = company formed as a result of the merger between S.C. Complexul Energetic Turceni SA, S.C. Complexul Energetic Craiova SA, S.C. Complexul Energetic Rovinari SA, Societatea Nationala a Lignitului Oltenia SA
***** = on 31 December 2014, E.ON Moldova Distribuţie SA (absorbed company) merged into E.ON Gaz Distribuţie SA (absorbing company) and the name of the combined entity became E.ON Distribuţie România SA
| Stake in Fondul | Stake in Fondul | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Series and number of the | Cumulative | Proprietatea | Proprietatea net | |||||||
| issue | No. of instruments Date of acquisition | Maturity date | Initial value | Daily interest | interest | Current value | total asset | asset Intermediary Bank | Evaluation method | |
| RO1515CTN096 | 5,000 | 25/Aug/2015 | 25/Nov/2015 | 24,939,452.50 | 658.13 | 24,350.63 | 24,963,803.13 | 0.2009% | 0.2080% Raiffeisen Bank | Acquisition price cumulated with the related |
| RO1515CTN096 | 5,000 | 28/Aug/2015 | 25/Nov/2015 | 24,938,346.75 | 692.73 | 23,552.93 | 24,961,899.68 | 0.2009% | 0.2080% Raiffeisen Bank | interest since the acquisition date |
| Total | 49,925,702.81 | 0.4018% | 0.4160% |
| Stake in Fondul | Stake in Fondul | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Date of the last | No. of | Date of | Daily | Cumulated | Cumulated | Proprietatea | Proprietatea net | ||||||||
| Issuer | ISIN code | trading session | bonds | acquisition | Coupon date | Due Date | Initial Value | interest | interest | discount Market price | Current value | total asset | asset Evaluation method | ||
| Ministry of Finance | RO1215DBN073 | 9/Mar/2015 | 2,500 | 28/Jul/2015 | 26/Oct/2015 26/Oct/2015 25,000,000.00 | 3,972.60 1,350,684.93 | - | 10,262.00 | 27,005,684.93 | 0.2173% | 0.2250% | ||||
| Ministry of Finance | RO1215DBN073 | 9/Mar/2015 | 5,000 | 10/Sep/2015 | 26/Oct/2015 26/Oct/2015 50,000,000.00 | 7,945.21 2,701,369.87 | - | 10,262.00 | 54,011,369.87 | 0.4347% | 0.4501% Closing price (Gross price) | ||||
| Total | 81,017,054.80 | 0.6520% | 0.6751% | ||||||||||||
| Stake in Fondul | ||||||||
|---|---|---|---|---|---|---|---|---|
| Proprietatea total | Stake in Fondul | |||||||
| Name of the bank | Starting date | Maturity date | Initial value | Daily interest | Cumulative interest | Current value | asset | Proprietatea net asset Evaluation method |
| BRD Groupe Societe Generale | 25/Sep/2015 | 2/Oct/2015 | RON 20,500,000.00 | RON 455.55 | RON 2,733.33 | RON 20,502,733.33 | 0.1650% | 0.1709% |
| Banca Comerciala Romana | 28/Sep/2015 | 5/Oct/2015 | RON 75,000,000.00 | RON 2,583.33 | RON 7,750.00 | RON 75,007,750.00 | 0.6037% | 0.6251% |
| BRD Groupe Societe Generale | 30/Sep/2015 | 1/Oct/2015 | RON 9,954,080.32 |
RON 326.27 | RON 326.27 |
RON 9,954,406.59 | 0.0801% | Bank deposit value cumulated with the daily 0.0830% |
| BRD Groupe Societe Generale | 30/Sep/2015 | 1/Oct/2015 | RON 5,215,171.83 |
RON 214.40 | RON 214.40 |
RON 5,215,386.23 | 0.0420% | related interest for the period from starting 0.0435% |
| CITI Bank | 30/Sep/2015 | 1/Oct/2015 | RON 11,600,000.00 | RON 219.11 | RON 219.11 |
RON 11,600,219.11 | 0.0934% | date 0.0967% |
| ING BANK | 30/Sep/2015 | 1/Oct/2015 | RON 11,600,000.00 | RON 322.22 | RON 322.22 |
RON 11,600,322.22 | 0.0934% | 0.0967% |
| TOTAL | 133,880,817.48 | 1.0776% | 1.1159% |
| 30 September 2015 | ||
|---|---|---|
| 12,000,265,810.60 | ||
| 1.2436 | 1.2125 | 1.1342 |
| 31 December 2013 15,013,742,081.74 |
31 December 2014 13,236,700,614.13 |
Franklin Templeton Investment Management Ltd United Kingdom Bucharest Branch, acting as Sole Administrator on behalf of FONDUL PROPRIETATEA SA BRD Groupe Societe Generale
Oana Truța Marius Nechifor Claudia Ionescu Victor Strâmbei
Legal representative Compliance Officer Director Manager Depositary Department
Prepared in accordance with IAS 34 Interim Financial Reporting
(This is a translation from the official Romanian version)
| Condensed Statement of Comprehensive Income | 39 |
|---|---|
| Condensed Statement of Financial Position | 40 |
| Condensed Statement of Changes in Shareholders' Equity. | 41 |
| Condensed Statement of Cash Flows. | 43 |
| Notes to the Condensed Interim Financial Statements | 44 |
(all amounts are in RON unless otherwise stated)
| Note | 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
|---|---|---|---|
| Gross dividend income | 5 | 569,303,358 | 675,092,766 |
| Net gain /(loss) from equity investments at fair value through profit or loss |
6 | (774,829,123) | 52,212,606 |
| Impairment losses on equity investments available for sale |
11 | (28,701,247) | (291,457,849) |
| Interest income | 2,406,356 | 16,762,052 | |
| Reversal of impairment losses on receivables, net | 17,915,291 | 19,631,431 | |
| Gain /(Loss) on disposal of equity investments available for sale, net |
7 | (93) | 588,871,666 |
| Net foreign exchange losses | (185,509) | (818,736) | |
| Other income / (expenses), net | 2,911,755 | (1,834,039) | |
| Net operating income/ (loss) | (211,179,212) | 1,058,459,897 | |
| Operating expenses | 8 | (92,548,801) | (77,873,921) |
| Finance costs | 14 | (1,950,236) | - |
| Profit/ (Loss) before income tax | (305,678,249) | 980,585,976 | |
| Income tax expense | 9 | (126,677,251) | (27,075,865) |
| Profit / (Loss) for the period | (432,355,500) | 953,510,111 | |
| Other comprehensive income | |||
| Net change in fair value of available for sale equity investments |
(76,772,393) | 416,591,558 | |
| Deferred tax on other comprehensive income | (29,846,867) | (2,531,018) | |
| Decrease in fair value reserve following the disposal of available for sale equity investments |
(702,288) | (566,229,166) | |
| Total other comprehensive income | (107,321,548) | (152,168,626) | |
| Total comprehensive income for the period | (539,677,048) | 801,341,485 | |
| Basic and diluted earnings per share | (0.0359) | 0.0703 |
The financial statements were authorised for issue on 12 November 2015 by:
Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch acting in the capacity of Sole Director of Fondul Proprietatea SA
Oana Truta Mihaela Moleavin
Prepared by Legal Representative Financial Reporting Manager
| Note | 30 September 2015 | 31 December 2014 | |
|---|---|---|---|
| Assets | |||
| Cash and current accounts | 9,404,513 | 6,879,129 | |
| Deposits with banks | 133,880,817 | 109,424,930 | |
| Treasury bills | 49,925,703 | 162,839,401 | |
| Government bonds | 81,017,055 | 31,749,581 | |
| Dividends receivable | 10 | 38,599,122 | - |
| Equity investments | 11 | 12,046,084,774 | 12,927,656,781 |
| Deferred tax assets | 12 | - | 152,678,949 |
| Other assets | 31,058,843 | 9,438,338 | |
| Total assets | 12,389,970,827 | 13,400,667,109 | |
| Liabilities Short term bank loans |
14 | 350,171,111 | - |
| Other liabilities | 13 | 69,466,862 | 52,794,086 |
| Total liabilities | 419,637,973 | 52,794,086 | |
| Equity | |||
| Share capital | 15 | 10,074,080,746 | 11,815,279,887 |
| Fair value reserve on available for sale financial assets |
15 | 3,913,033,924 | 4,020,355,472 |
| Other reserves | 527,397,886 | 610,197,299 | |
| Treasury shares | 15 | (203,783,031) | (1,189,918,464) |
| Retained earnings | (2,340,396,671) | (1,908,041,171) | |
| Total equity | 11,970,332,854 | 13,347,873,023 | |
| Total liabilities and equity | 12,389,970,827 | 13,400,667,109 |
(all amounts are in RON unless otherwise stated)
| Share capital | Fair value reserve on available for sale financial assets |
Other reserves | Treasury shares | Retained earnings / (Accumulated losses) |
Total attributable to the equity holders of the Fund |
|
|---|---|---|---|---|---|---|
| Balance as at 1 January 2015 | 11,815,279,887 | 4,020,355,472 | 610,197,299 | (1,189,918,464) | (1,908,041,171) | 13,347,873,023 |
| Comprehensive income for the period | ||||||
| Loss for the period | - | - | - | - | (432,355,500) | (432,355,500) |
| Other comprehensive income | ||||||
| Net change in fair value of available for sale equity investments |
- | (76,772,393) | - | - | - | (76,772,393) |
| Decrease in fair value following the disposal of available for sale equity investments |
- | (702,288) | - | - | - | (702,288) |
| Deferred tax on other comprehensive income | - | (29,846,867) | - | - | - | (29,846,867) |
| Total other comprehensive income | - | (107,321,548) | - | - | - | (107,321,548) |
| Total comprehensive income for the period | - | (107,321,548) | - | - | (432,355,500) | (539,677,048) |
| Transactions with owners, recorded directly in equity | ||||||
| Decrease of the nominal value of the shares | (609,213,933) | - | - | 56,700,448 | - | (552,513,485) |
| Acquisition of treasury shares | - | - | - | (285,349,636) | - | (285,349,636) |
| Cancellation of treasury shares | (1,131,985,208) | - | (82,799,413) | 1,214,784,621 | - | - |
| Total transactions with owners recorded directly in | ||||||
| equity | (1,741,199,141) | - | (82,799,413) | 986,135,433 | - | (837,863,121) |
| Balance as at 30 September 2015 | 10,074,080,746 | 3,913,033,924 | 527,397,886 | (203,783,031) | (2,340,396,671) | 11,970,332,854 |
| Share capital | Fair value reserve on available for sale financial assets |
Other reserves | Treasury shares | Retained earnings / (Accumulated losses) |
Total attributable to the equity holders of the Fund |
|
|---|---|---|---|---|---|---|
| Balance as at 1 January 2014 | 13,778,392,208 | 4,013,118,750 | 312,558,751 | (1,095,093,250) | (2,283,751,148) | 14,725,225,311 |
| Comprehensive income for the period | ||||||
| Profit of the period | - | - | - | - | 953,510,111 | 953,510,111 |
| Other comprehensive income | ||||||
| Net change in fair value of available for sale equity | ||||||
| investments | - | 416,591,558 | - | - | - | 416,591,558 |
| Decrease in fair value following the disposal of available for | ||||||
| sale equity investments | - | (566,229,166) | - | - | - | (566,229,166) |
| Deferred tax on other comprehensive income | - | (2,531,018) | - | - | - | (2,531,018) |
| Total other comprehensive income | - | (152,168,626) | - | - | - | (152,168,626) |
| Total comprehensive income for the period | - | (152,168,626) | - | - | 953,510,111 | 801,341,485 |
| Transactions with owners, recorded directly in equity | ||||||
| Decrease of the nominal value of the shares | (676,904,370) | - | - | 57,379,239 | - | (619,525,131) |
| Acquisition of treasury shares | - | - | - | (205,784,683) | - | (205,784,683) |
| Cancellation of treasury shares | (1,286,207,951) | - | 246,162,235 | 1,040,045,716 | - | - |
| Total transactions with owners recorded directly in | ||||||
| equity | (1,963,112,321) | - | 246,162,235 | 891,640,272 | - | (825,309,814) |
| Balance as at 30 September 2014 | 11,815,279,887 | 3,860,950,124 | 558,720,986 | (203,452,978) | (1,330,241,037) | 14,701,256,982 |
(all amounts are in RON unless otherwise stated)
| 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Disposals/ maturity of treasury bills and bonds | 307,723,489 | 682,387,206 |
| Dividends received (net of withholding tax) | 528,878,195 | 669,796,058 |
| Maturity of bank deposits with original maturities of more than three months |
25,000,000 | - |
| Interest received | 4,020,719 | 12,219,073 |
| Proceeds from sale of equity investments | 842,240 | 978,451,705 |
| Suppliers and other taxes and fees paid | (84,526,128) | (79,361,920) |
| Acquisitions of treasury bills and bonds | (244,482,961) | (1,361,207,874) |
| Remunerations and related taxes paid | (825,603) | (773,000) |
| Income tax paid | - | (14,547,546) |
| Subscriptions to share capital increase of portfolio companies |
(1,079,970) | - |
| Realised foreign exchange loss on cash and cash equivalents |
(96,759) | (938,466) |
| Other receipts | 236,802 | 3,775,341 |
| Net cash flows from operating activities | 535,690,024 | 889,800,577 |
| Cash flows from financing activities | ||
| Short term bank loans | 450,000,000 | - |
| Return of capital to shareholders | (519,159,908) | (582,439,925) |
| Acquisition of treasury shares and buyback of GDRs | (287,050,998) | (205,783,760) |
| Repayment of short term bank loans | (100,000,000) | - |
| Payments to Central Depositary in relation with 2015 return of capital to shareholders |
(22,391,907) | - |
| Dividends paid (including related taxes) | (3,208,281) | (4,925,040) |
| Payment of interest and fees related to the short term bank loans |
(1,763,292) | - |
| Net cash flows used in financing activities | (483,574,386) | (793,148,725) |
| Net increase in cash and cash equivalents | 52,115,638 | 96,651,852 |
| Cash and cash equivalents at the beginning of the period |
91,158,127 | 237,573,615 |
| Cash and cash equivalents at the end of the period | 143,273,765 | 334,225,467 |
| Cash | 30 September 2015 9,404,513 |
30 September 2014 1,119,597 |
| Bank deposits with original maturities of less than three months |
133,869,252 | 333,105,870 |
| 143,273,765 | 334,225,467 |
(all amounts are in RON unless otherwise stated)
Fondul Proprietatea SA (referred to as "Fondul Proprietatea" or "the Fund") is an undertaking for collective investments, in the form of a closed end investment company, established in accordance with Law 247/2005 regarding the reform in property and justice, as well as certain adjacent measures, as subsequently amended ("Law 247/2005") and registered in Bucharest on 28 December 2005. The address of the Fund's registered office is 78 - 80, Buzeşti Street, 7th Floor, District 1, Bucharest.
The Fund undertakes its activities in accordance with Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended ("Law 297/2004"), and Law 31/1990 regarding companies, republished as subsequently amended ("Law 31/1990") and it is an entity authorised, regulated and supervised by the Financial Supervisory Authority ("FSA"), formerly known as the National Securities Commission ("CNVM").
In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio.
The Fund was established to allow the payment in shares equivalent of compensations in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind.
Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch ("Fund Manager" or "FTIML") was appointed on 29 September 2010 as the Fund Manager and Sole Director of the Fund and the mandate was renewed on 30 September 2014 for two years.
Starting 25 January 2011, Fondul Proprietatea is a listed company on the spot regulated market managed by the Bucharest Stock Exchange in Tier I shares of the Equity Sector of the market (renamed starting 5 January 2015 as Premium Tier shares), under ISIN number ROFPTAACNOR5 with the market symbol "FP".
Starting 29 April 2015, the Fund's Global Depositary Receipts ("GDR") have been listed on the London Stock Exchange – Specialist Fund Market, under ISIN number US34460G1067, with the market symbol "FP.". The Bank of New York Mellon has been appointed by the Fund to act as depositary bank in relation to the GDR facility. The GDR facility is limited to one-third of the Fund's subscribed share capital under the Romanian securities regulations, or 81,228,524 GDRs between 29 April and 12 August 2015 and 74,622,820 GDRs after this date, each GDR representing 50 shares, and the currency of the GDRs is US dollar.
These condensed interim financial statements for the nine-month period ended 30 September 2015 are not audited.
On 6 August 2014, the FSA issued Instruction no. 2/ 6.08.2014 ("Instruction 2/2014"), whereby entities authorised, regulated and supervised by the FSA in the Financial Investments and Instruments Sector (including the Fund), were required to apply International Financial Reporting Standards as adopted by European Union ("IFRS") as official accounting regulations with effect from 1 January 2015. As a result, starting 1 January 2015, the Fund adopted IFRS as the official basis of accounting.
However, during 2015, the FSA decided to postpone the implementation of IFRS as the official accounting regulations for regulated entities. FSA Instruction no. 1/19.05.2015 regarding the amendment of Instruction 2/2014 ("Instruction 1/2015"), was published in the Official Gazette of Romania and entered into force on 19 May 2015, delaying the implementation of IFRS as the official accounting regulations until 1 January 2016. As a result, starting May 2015 the official accounting regulations for the Fund again became Romanian Accounting Regulations for the year 2015.
The Fund has prepared these financial statements for informative purposes, in order to provide users of the Fund's financial reports with supplementary financial information on the Fund's financial position.
(all amounts are in RON unless otherwise stated)
These condensed interim financial statements for the nine-month period ended 30 September 2015 have been prepared in accordance with IAS 34 Interim financial reporting. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2014, prepared in accordance with IFRS.
Due to the application of the Amendments to IFRS 10, IFRS 12 and IAS 27 (Investment Entities) starting 1 January 2014, being an investment entity, the Fund no longer consolidates its subsidiaries and in consequence, the Fund no longer prepares consolidated financial statements, the separate financial statements being the Fund's only financial statements.
The condensed interim financial statements have been prepared on a fair value basis for the main part of the Fund's assets (equity investments, treasury bills and short-term government bonds respectively), and on a historical cost or amortised cost basis for the rest of the items included in the condensed interim financial statements.
These condensed interim financial statements are presented in Romanian Lei (RON), which is the Fund's functional currency. All financial information presented in RON has been rounded to the nearest unit.
The preparation of the condensed interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant impact on the amounts recognised in the condensed interim financial statements is included in the following notes:
The accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund's financial statements as at and for the year ended 31 December 2014 and have been applied consistently to all periods presented in these condensed interim financial statements.
Starting from 2014, the Fund applied the Amendments to IFRS 10, IFRS 12 and IAS 27 (Investment Entities), being classified as an investment entity. As a result, the Fund changed its accounting policies for investments in subsidiaries and associates, classifying and measuring them at fair value through profit or loss, while all the other equity investments of the Fund were classified as available for sale financial assets with the changes in fair value recognised in other comprehensive income (equity).
(all amounts are in RON unless otherwise stated)
During 2014, the Fund issued condensed interim IFRS financial statements for informative purposes. In those informative condensed interim financial statements all Fund's equity investments were classified and measured at fair value through profit or loss, the comparative information being restated accordingly.
Following the changes in local accounting legislation, according to the Instruction no. 2/2014 issued by the FSA in August 2014 (before its subsequent amendment in May 2015), starting 1 January 2015, IFRS became the official accounting regulation of the Fund for both accounting and fiscal basis.
In that context, the classification and measurement of the equity investments of the Fund were reconsidered for the preparation of the annual financial statements for the year ended 31 December 2014, the initial classification and valuation of other equity investments (other than subsidiaries and associates, which continued to be recorded at fair value through profit or loss), as reported in the previously published annual IFRS financial statements (as available for sale financial assets) was considered the most appropriate option.
As a result, for consistency with the current period (nine-month period ended 30 September 2015), the comparative information for the nine-month period ended 30 September 2014 was restated accordingly.
Also, for the nine-month period ended 30 September 2014 the Fund reclassified certain items in the Statement of Comprehensive Income, in order to be consistent with current period presentation.
The table below presents the carrying amounts and fair values of the Fund's financial assets and financial liabilities:
| At fair value | ||||||
|---|---|---|---|---|---|---|
| Loans and | through profit or | Other amortised | Total carrying | |||
| receivables | Available for sale | loss | cost | amount | Fair value | |
| 30 September 2015 | ||||||
| Cash and current accounts | 9,404,513 | - | - | - | 9,404,513 | 9,404,513 |
| Deposits with banks | 133,880,817 | - | - | - | 133,880,817 | 133,880,817 |
| Treasury bills | - | 49,925,703 | - | - | 49,925,703 | 49,925,703 |
| Government bonds | - | 81,017,055 | - | - | 81,017,055 | 81,017,055 |
| Dividends receivable | 38,599,122 | - | - | - | 38,599,122 | 38,599,122 |
| Equity investments | - | 8,228,056,176 | 3,818,028,598 | - | 12,046,084,774 | 12,046,084,774 |
| Other receivables | 31,058,843 | - | - | - | 31,058,843 | 31,058,843 |
| Short term bank loans | - | - | - | (350,171,111) | (350,171,111) | (350,171,111) |
| Other liabilities | - | - | - | (69,466,862) | (69,466,862) | (69,466,862) |
| 212,943,295 | 8,358,998,934 | 3,818,028,598 | (419,637,973) | 11,970,332,854 | 11,970,332,854 |
| At fair value | ||||||
|---|---|---|---|---|---|---|
| Loans and | through profit or | Other amortised | Total carrying | |||
| receivables | Available for sale | loss | cost | amount | Fair value | |
| 31 December 2014 | ||||||
| Cash and current accounts | 6,879,129 | - | - | - | 6,879,129 | 6,879,129 |
| Deposits with banks | 109,424,930 | - | - | - | 109,424,930 | 109,424,930 |
| Treasury bills | - | 162,839,401 | - | - | 162,839,401 | 162,839,401 |
| Government bonds | - | 31,749,581 | - | - | 31,749,581 | 31,749,581 |
| Equity investments | - | 8,335,790,680 | 4,591,866,101 | - | 12,927,656,781 | 12,927,656,781 |
| Other receivables | 9,438,338 | - | - | - | 9,438,338 | 9,438,338 |
| Other liabilities | - | - | - | (52,794,086) | (52,794,086) | (52,794,086) |
| 125,742,397 | 8,530,379,662 | 4,591,866,101 | (52,794,086) | 13,195,194,074 | 13,195,194,074 |
(all amounts are in RON unless otherwise stated)
| 9 months ended | 9 months ended | |
|---|---|---|
| 30 September 2015 | 30 September 2014 | |
| Hidroelectrica SA | 128,915,585 | - |
| Romgaz SA | 121,410,324 | 148,525,046 |
| OMV Petrom SA | 120,496,860 | 331,366,364 |
| Electrica Furnizare SA | 38,285,340 | 19,637,608 |
| Electrica Distributie Muntenia Nord SA | 24,653,096 | 23,212,248 |
| GDF Suez Energy Romania SA | 24,000,000 | 33,600,000 |
| Enel Distributie Banat SA | 20,673,959 | - |
| Electrica Distributie Transilvania Sud SA | 17,568,497 | 12,733,949 |
| Electrica Distributie Transilvania Nord SA | 16,701,520 | 11,666,197 |
| Enel Distributie Dobrogea SA | 10,504,848 | - |
| Societatea Nationala a Sarii SA | 10,234,109 | 19,808,540 |
| CN Aeroporturi Bucuresti SA | 10,232,630 | - |
| Nuclearelectrica SA | 8,222,514 | 33,164,141 |
| Enel Energie SA | 7,420,314 | - |
| CN Administratia Porturilor Maritime SA | 6,453,568 | 10,118,830 |
| CN Administratia Canalelor Navigabile SA | 235,450 | 175,612 |
| Transelectrica SA | - | 22,046,532 |
| Conpet SA | - | 8,773,485 |
| Others | 3,294,744 | 264,214 |
| 569,303,358 | 675,092,766 |
The dividend income was subject to 16% withholding tax. In cases where the relevant shareholding of the Fund was larger than 10% of total issued shares of the company, for at least one year prior to the dividend distribution, no withholding tax was due.
| 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
|---|---|---|
| Realised net gain / (loss) from equity instruments | - | 2,023,243 |
| Unrealised net gain / (loss) from equity instruments | (774,829,123) | 50,189,363 |
| Total | (774,829,123) | 52,212,606 |
The unrealised net loss from equity investments at fair value through profit or loss for the first nine months of 2015 was mainly generated by the net change in the fair value for the holding in OMV Petrom, due to the evolution of the price of the shares of this company during the respective period.
No realised net gain or loss from equity investments at fair value through profit or loss was recorded in the nine month period ended 30 September 2015 (as there were no such disposals). Realised net gain from equity investments at fair value through profit or loss for the nine-month period ended 30 September 2014 was calculated as the difference between the proceeds from the disposal during the period of the relevant equity investments and the fair value of the equity investments disposed of at the beginning of the period. If we calculate this realised net gain from equity investments at fair value through profit or loss by reference to the historical cost, this gain would be RON 1,972,612.
(all amounts are in RON unless otherwise stated)
During the nine-month period ended 30 September 2015 the Fund sold its entire holdings in Forsev SA, SIFI CJ Agro SA and Electroconstructia Elco Cluj SA. The net loss on disposal of these equity investments was RON 93 representing the difference between the proceeds from disposals (RON 1,646,833) and the carrying values of the equity investments as at disposal date (RON 2,349,214), plus the net unrealised gain related to these investments disposed, transferred from equity (other comprehensive income) to profit or loss upon their derecognition (RON 702,288).
During the nine-month period ended 30 September 2014, the Fund sold its entire holdings in Erste Group Bank, Raiffeisen Bank, Resib SA, Turdapan SA, Transelectrica SA, Transilvania-Com SA, Severnav SA and part of its holdings in Oil Terminal SA and Romgaz SA. The net gain on disposal of these equity investments was RON 588,871,666 representing the difference between the proceeds from disposals (RON 975,086,511) and the carrying values of the equity investments as at disposal date (RON 952,444,011), plus the net unrealised gain related to these investments disposed, transferred from equity (other comprehensive income) to profit or loss upon their derecognition (RON 566,229,166).
| 9 months ended | 9 months ended | |
|---|---|---|
| 30 September 2015 | 30 September 2014 | |
| Investment management and administration fees | 54,444,904 | 40,414,825 |
| Financial Supervisory Authority monthly fees | 8,804,321 | 11,087,081 |
| Depositary fee | 1,025,641 | 1,382,155 |
| Remunerations and related taxes | 826,417 | 817,650 |
| Intermediaries fees related to disposal of portfolio | - | 8,060,583 |
| holdings | ||
| Other fees related to disposal of portfolio holdings | - | 1,739,376 |
| Third party services | 24,049,850 | 11,791,963 |
| Other operating expenses | 3,397,668 | 2,580,288 |
| 92,548,801 | 77,873,921 |
Investment management and administration fees increased in the nine-month period ended 30 September 2015 as compared to the nine-month period ended 30 September 2014 mainly due to the distribution fees which were accrued starting 20 March 2015 (RON 14.0 million) when the Amendment no. 2 to the new Investment Management Agreement was partially endorsed by the FSA, but also to the change in the base fee rate starting September 2014 from 0.479% per year to 0.60% per year (when the new Investment Management Agreement entered into force). The investment management and administration fees are invoiced and paid on quarterly basis.
Financial Supervisory Authority monthly fees decreased, mainly due to the decrease of the FSA fee rate from 0.1% per year to 0.0936% per year (i.e. 0.0078% per month) and due to the decrease of the Fund's total NAV on which these fees are based.
Third party services increased in the first nine months of 2015 as compared to the same period in 2014, mainly due to the secondary listing expenses incurred in this period.
(all amounts are in RON unless otherwise stated)
| 9 months ended | 9 months ended | |
|---|---|---|
| 30 September 2015 | 30 September 2014 | |
| Current tax expense | ||
| Current tax (16%) | (2,019,127) | (23,958,432) |
| Dividend withholding tax | (1,826,041) | (5,306,263) |
| (3,845,168) | (29,264,695) | |
| Deferred tax related to: | ||
| Equity investments | (122,832,083) | 2,531,018 |
| Fiscal loss used | - | (342,188) |
| (122,832,083) | 2,188,830 | |
| Income tax expense | (126,677,251) | (27,075,865) |
The effective tax rate used to calculate the deferred tax position of the Fund was 16% (standard tax rate).
| 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
|---|---|---|
| Reconciliation of effective tax rate | ||
| Profit / (Loss) for the period | (432,355,500) | 953,510,111 |
| Income tax expense | (126,677,251) | (27,075,865) |
| Profit excluding income tax | (305,678,249) | 980,585,976 |
| Income tax using the standard tax rate (16%) | 48,908,520 | (156,893,756) |
| Effect of: | ||
| Taxation applied on dividend income | 87,728,627 | 98,209,649 |
| Gain on cancellation of treasury shares (taxable equity item) |
(5,508,875) | (39,385,958) |
| Decrease of the nominal value of the treasury shares (taxable equity item) |
(9,072,072) | (373,073) |
| Non-taxable income | 3,070,738 | 141,452,009 |
| Non-deductible expenses | (945,943) | (68,387,327) |
| Reversal of deferred tax previouly recognised | (152,732,979) | - |
| Impact of non-recognition of deferred tax on change in fair value of equity investments |
(98,125,267) | (1,697,409) |
| Income tax expense | (126,677,251) | (27,075,865) |
| 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
| Income tax recognised directly in equity: | ||
| On equity investments carried at fair value | (29,846,867) | (2,531,018) |
Please see note 12 for details regarding deferred tax computation and recognition.
(all amounts are in RON unless otherwise stated)
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Dividends receivable | ||
| Enel Distributie Banat SA | 20,673,959 | - |
| Enel Distributie Dobrogea SA | 10,504,848 | - |
| Enel Energie SA | 7,420,314 | - |
| CN Aeroporturi Bucuresti SA | 332,509 | 47,839 |
| Other dividends receivable | 809,258 | 819,414 |
| 39,740,887 | 867,253 | |
| Impairment loss allowance | (1,141,765) | (867,253) |
| 38,599,122 | - |
The equity investments of the Fund are classified as financial assets at fair value through profit or loss (respectively Fund's associates and subsidiaries) or as financial assets available for sale (all the other equity investments) and are valued as follows:
The movement in the carrying amounts of equity investments for the nine-month period ended 30 September 2015 and the nine-month period ended 30 September 2014 is presented below:
| Equity investments at fair value through profit or loss |
Equity investments available for sale |
Total equity investments |
|
|---|---|---|---|
| 1 January 2015 | 4,591,866,101 | 8,335,790,680 | 12,927,656,781 |
| Subscriptions to share capital increase of portfolio | |||
| companies | 991,620 | 88,350 | 1,079,970 |
| Disposals | - | (2,349,214) | (2,349,214) |
| Impairment losses | - | (28,701,247) | (28,701,247) |
| Net change in fair value of available for sale | |||
| equity investments (recorded in other | - | (76,772,393) | (76,772,393) |
| comprehensive income) | |||
| Net loss from equity investments at fair value through profit or loss |
(774,829,123) | - | (774,829,123) |
| 30 September 2015 | 3,818,028,598 | 8,228,056,176 | 12,046,084,774 |
| Equity investments at fair value through profit or loss |
Equity investments available for sale |
Total equity investments |
|
| 1 January 2014 | 5,127,828,720 | 9,184,400,405 | 14,312,229,125 |
| Equity investments classified as investments in associates starting 2014 |
76,049,556 | (76,049,556) | - |
| Shares contributions in kind by State | - | 1,432,270 | 1,432,270 |
| Disposals | (2,020,548) | (952,444,010) | (954,464,558) |
| Impairment losses | - | (291,457,849) | (291,457,849) |
| Return of share capital by portfolio companies | (3,748,753) | - | (3,748,753) |
| Net change in fair value of available for sale equity investments (recorded in other comprehensive income) |
- | 416,591,558 | 416,591,558 |
| Net gain from equity investments at fair value through profit or loss |
50,189,363 | - | 50,189,363 |
| 30 September 2014 | 5,248,298,338 | 8,282,472,818 | 13,530,771,156 |
(all amounts are in RON unless otherwise stated)
The equity investments for which the Fund recorded impairment losses were the following:
| Company | 9 months ended | 9 months ended |
|---|---|---|
| 30 September 2015 | 30 September 2014 | |
| Nuclearelectrica SA | 20,008,118 | 80,580,640 |
| Alro SA | 8,017,319 | 8,945,169 |
| CN Administratia Porturilor Dunarii Fluviale SA | 675,810 | - |
| Complexul Energetic Oltenia SA | - | 201,932,040 |
| Total | 28,701,247 | 291,457,849 |
The structure of the Fund's portfolio was the following:
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Equity investments at fair value through profit or | ||
| loss | ||
| OMV Petrom SA | 3,604,147,142 | 4,389,528,460 |
| Societatea Nationala a Sarii SA | 142,882,000 | 142,882,000 |
| Zirom SA | 39,338,000 | 39,338,000 |
| Primcom SA | 17,697,131 | 12,345,176 |
| Other | 13,964,325 | 7,772,465 |
| 3,818,028,598 | 4,591,866,101 |
(all amounts are in RON unless otherwise stated)
| Equity investments available for sale | 30 September 2015 | 31 December 2014 |
|---|---|---|
| Hidroelectrica SA | 2,178,094,000 | 2,178,094,000 |
| Romgaz SA | 1,156,288,800 | 1,362,879,066 |
| Enel Distributie Banat SA | 640,491,000 | 640,491,000 |
| Enel Distributie Muntenia SA | 465,769,000 | 465,769,000 |
| GDF Suez Energy Romania SA | 461,321,000 | 461,321,000 |
| E.ON Distributie Romania SA | 445,920,000 | 441,456,000 |
| Enel Distributie Dobrogea SA | 396,895,000 | 396,895,000 |
| CN Aeroporturi Bucuresti SA | 332,286,000 | 332,286,000 |
| BRD Groupe Societe Generale SA | 264,029,542 | 222,140,240 |
| Electrica Distributie Muntenia Nord SA | 235,600,000 | 235,600,000 |
| Electrica Distributie Transilvania Sud SA | 206,500,000 | 206,500,000 |
| Electrica Distributie Transilvania Nord SA | 201,600,000 | 201,600,000 |
| Banca Transilvania SA | 199,417,331 | 143,234,554 |
| Nuclearelectrica SA | 192,132,751 | 212,140,869 |
| E.ON Energie Romania SA | 133,900,000 | 133,900,000 |
| Administratia Porturilor Maritime SA | 132,594,000 | 132,594,000 |
| Electrica Furnizare SA | 126,368,000 | 126,368,000 |
| Complexul Energetic Oltenia SA | 108,474,000 | 108,474,000 |
| Alro SA | 101,309,752 | 84,546,268 |
| Enel Energie SA | 74,377,000 | 74,377,000 |
| Enel Energie Muntenia SA | 65,144,000 | 65,144,000 |
| Posta Romana SA | 55,896,000 | 55,896,000 |
| Other | 53,648,999 | 54,084,683 |
| 8,228,056,176 | 8,335,790,680 | |
| Total equity investments | 12,046,084,774 | 12,927,656,781 |
None of the equity investments are pledged as collateral for liabilities.
(all amounts are in RON unless otherwise stated)
The table below presents the equity investments carried at fair value, by valuation method.
The Fund measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurement, the different levels being defined as follows:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Equity investments | 5,520,982,844 | - | 6,447,563,000 | 11,968,545,844 |
| Treasury bills | 49,925,703 | - | - | 49,925,703 |
| Government bonds | 81,017,055 | - | - | 81,017,055 |
| 5,651,925,602 | - | 6,447,563,000 | 12,099,488,602 | |
| As at 31 December 2014: | Level 1 | Level 2 | Level 3 | Total |
| Equity investments | 6,417,755,342 | - | 6,443,756,000 | 12,861,511,342 |
| Treasury bills | 162,839,401 | - | - | 162,839,401 |
| Government bonds | 31,749,581 | - | - | 31,749,581 |
| 6,612,344,324 | - | 6,443,756,000 | 13,056,100,324 |
The level in the fair value hierarchy within which the fair value measurement is categorised, is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety.
If a fair value measurement uses observable inputs that require significant adjustments based on unobservable inputs, that financial instrument is classified in Level 3. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset. The assessment of what constitutes observable requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
For all Level 3, the equity investments valuation was performed by independent valuers, based on financial information provided by the Fund, using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs, under the supervision and review of the Fund's Management, who ensures that all underlying data used in the report is accurate, and appropriate inputs are used in the valuation.
As the valuation reports were prepared as at 30 September 2014 (except the valuation for E.ON Distributie Romania SA for which it was used an independent valuation report as at 31 December 2014), based on financial information available for the companies under valuation as at the respective dates, the Fund's management has analysed, based on the available information, the period between the date of the valuation reports and the reporting date (30 September 2015). There was no information known or available to the Fund's management which may have significant impact on the fair values of the equity investments as at the reporting date, as they are presented in these condensed interim financial statements.
(all amounts are in RON unless otherwise stated)
Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk or model uncertainties to the extent that the Fund believes that a third party market participant would take into account these factors in pricing a transaction.
As a result of strong volatility in the capital market and severe restrictions in the credit markets both globally and in Romania, notwithstanding any potential economic stabilisation measures that may be put into place by the Romanian State, economic uncertainties arose surrounding the continual availability and cost of credit for the Fund's counterparties, future development of the market and demand for goods and services they produce. The economic uncertainties are expected to continue in the foreseeable future and, as a consequence, there is a possibility that assets of the Fund are not recovered at their carrying amount in the ordinary course of business. A corresponding impact on the Fund's profitability cannot be estimated reliably as of the date of these condensed interim financial statements.
For the equity investments classified under Level 1, the Fund had sufficient available information with respect to active markets, with sufficient trading volume for accurate price discovery.
As at 30 September 2015, the equity investments included equity investments valued at values used in the calculation of the net asset value of the Fund as at that date, determined in accordance to the regulations issued by the FSA/CNVM, in amount of RON 77,538,930 (31 December 2014: RON 66,145,439).
As at 30 September 2015, unlisted equity investments with a carrying amount of RON 6,447,563,000 (31 December 2014: RON 6,443,756,000) were classified into Level 3 of the fair value hierarchy. Out of this, an amount of RON 2,841,152,854 represents the total net change in fair value recognised in equity (other comprehensive income) as at 30 September 2015 (31 December 2014: RON 2,836,777,204). The fair values for these equity investments were assessed by independent valuers, using valuation methods in accordance with International Valuation Standards.
The following table sets out information about significant unobservable inputs used at 30 September 2015 and 31 December 2014 in measuring equity instruments categorised as Level 3 in the fair value hierarchy:
| Financial assets |
Fair value as at 30 September 2015 |
Valuation technique |
Unobservable inputs | Relationship of unobservable inputs to fair value |
|---|---|---|---|---|
| Total | 6,447,563,000 | |||
| Unlisted equity |
6,099,139,000 | Market approach - comparable |
EBITDA multiple ranging from 3.88 to 9.36 |
The higher EBITDA multiple, the higher the fair value. |
| instruments | companies (based on EBITDA multiple) |
Discount for lack of marketability: 15% or 20% |
The lower discount for lack of marketability, the higher the fair value. |
|
| Unlisted equity |
108,474,000 | Market approach - comparable |
Revenue multiple: 1 | The higher Revenue multiple, the higher the fair value. |
| instruments on Revenue multiple) |
companies (based | Discount for lack of marketability: 20% |
The lower discount for lack of marketability, the higher the fair value. |
|
| Unlisted equity instruments |
239,950,000 | Income approach - discounted cash flow method |
Weighted average cost of capital ranging from 12.17% to 16.26%. |
The lower the weighted average cost of capital, the higher the fair value. |
| Discount for lack of marketability ranging from 0% to 15%. |
The lower discount for lack of marketability, the higher the fair value. |
|||
| Discount for lack of control ranging from 0% to 20%. |
The lower discount for lack of control, the higher the fair value. |
|||
| Long-term revenue growth rate ranging from 1.5% to 2.5% |
The higher the long-term revenue growth rate, the higher the fair value. |
(all amounts are in RON unless otherwise stated)
| Financial assets |
Fair value as at 31 December 2014 |
Valuation technique |
Unobservable inputs | Relationship of unobservable inputs to fair value |
|---|---|---|---|---|
| Total | 6,443,756,000 | |||
| Unlisted equity |
6,094,675,000 | Market approach - comparable |
EBITDA multiple ranging from 3.88 to 9.36 |
The higher EBITDA multiple, the higher the fair value. |
| instruments companies (based on EBITDA multiple) |
Discount for lack of marketability: 15% or 20% |
The lower discount for lack of marketability, the higher the fair value. |
||
| Unlisted equity |
108,474,000 | Market approach - comparable |
Revenue multiple: 1 | The higher Revenue multiple, the higher the fair value. |
| instruments companies (based on Revenue multiple) |
Discount for lack of marketability: 20% |
The lower discount for lack of marketability, the higher the fair value. |
||
| Unlisted equity instruments |
240,607,000 | Income approach - discounted cash flow method |
Weighted average cost of capital ranging from 12.17% to 16.26%. |
The lower the weighted average cost of capital, the higher the fair value. |
| Discount for lack of marketability ranging from 0% to 15%. |
The lower discount for lack of marketability, the higher the fair value. |
|||
| Discount for lack of control ranging from 0% to 20%. |
The lower discount for lack of control, the higher the fair value. |
|||
| Long-term revenue growth rate ranging from 1.5% to 2.5% |
The higher the long-term revenue growth rate, the higher the fair value. |
Significant unobservable inputs are the following:
Revenue multiple: is a tool used to appraise businesses based on market comparison to similar public companies. Revenue based business value estimation may be preferred to earnings multiple valuation whenever there is uncertainty or doubt regarding some of the company's expenses. The most common tendency is to value a firm based on its sales whenever this number is the most direct indication of the company's earning capacity.
EBITDA multiple: represents the most relevant multiple used when pricing the investments and it is calculated using information from comparable public companies (similar geographic location, industry size, target markets and other factors that valuers consider to be reasonable). The traded multiples for the comparable companies are determined by dividing the enterprise value of the company by its EBITDA and further discounted for considerations such as the lack of marketability and other differences between the comparable peer group and specific company.
Discount for lack of marketability: represents the discount applied to the comparable market multiples to reflect the liquidity differences between a portfolio company relative to the comparable peer group. Valuers estimate the discount for lack of marketability based on professional judgement after considering market liquidity conditions and company-specific factors.
Discount for lack of control: represents the discount applied to reflect the absence of the control power and it was considered under the discounted cash flow method, in order to derive the value of a minority shareholding in the equity of the subject companies.
Weighted average cost of capital: represents the calculation of a company's cost of capital in nominal terms (including inflation), based on the "Capital Asset Pricing Model". All capital sources – shares, bonds and any other long-term debts - are included in a weighted average cost of capital calculation.
(all amounts are in RON unless otherwise stated)
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Temporary differences - deductible | ||
| On equity investments | - | 954,243,433 |
| Recognised deferred tax asset at 16% | - | 152,678,949 |
The effective tax rate used to calculate the deferred tax position of the Fund was 16% (standard tax rate).
The recognition of deferred tax assets as at 31 December 2014 in amount of RON 152,678,949 has been made based on the Fund's assessment regarding the recoverability of such deferred tax asset position out of future taxable profit of the Fund, in accordance with the Romanian fiscal legislation applicable at that date.
As at 31 December 2014, in the context of applying IFRS as statutory accounting regulation starting 1 January 2015, the Fund recognised only the net deferred tax asset generated by the equity investments at fair value through profit or loss, considering that the negative changes in the fair value of these equity investments (tax deductible expenses) are due to temporary market conditions and are expected to be reversible in the foreseeable future, and, consequently, will be offset by future positive changes in fair value (taxable income).
In the nine-month period ended 30 September 2015, the Fund reversed the deferred tax assets recorded as at 31 December 2014, for prudence reasons, due to the fact that, even if starting 1 January 2015 Instruction 2/2014, stating IFRS as official accounting regulations for entities authorised, regulated and supervised by the FSA entered into force, in May 2015 the FSA issued Instruction 1/2015 according to which the adoption of IFRS as statutory accounting basis (official accounting regulations) is postponed until 1 January 2016.
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Investment Management and Administration fees | 26,624,112 | 16,064,203 |
| Payable to shareholders related to the return of capital | 26,579,832 | 11,434,904 |
| Provision for litigations | 11,528,858 | 11,397,683 |
| Prior years dividends payable | 1,464,923 | 5,455,306 |
| Payables related to treasury shares under settlement | 1,841,524 | 3,468,114 |
| Financial Supervisory Authority fees | 947,486 | 1,164,865 |
| Other liabilities | 480,127 | 3,809,011 |
| 69,466,862 | 52,794,086 |
The provisions for litigations are related to the legal case started by World Trade Center București SA against the Fund in August 2013, requesting the Fund to pay back the amounts recovered from the enforcement procedure against this company during 2010 and 2011 and to pay the related legal interest.
As at 30 September 2015, short term bank loans included the amounts drawn from the revolving credit facility granted by Citibank Europe Plc, Dublin – Romania Branch and related accrued interest payable.
On 23 June 2015 the Fund drew an amount of RON 450 million from the total credit facility of RON 500 million, which was used for the funding of the 2015 return of capital to shareholders. On 23 July 2015 and 21 August 2015, the Fund rolled over the amount drawn of RON 450 million, while on 21 September 2015 the Fund repaid RON 100 million and rolled over the remaining RON 350 million for one month.
The finance costs category included in the Statement of Comprehensive Income comprised of the accrued interest expense on the amounts drawn from the credit facility and of the commitment fee on undrawn amounts.
For further updates regarding the credit facility agreement, please see note 18 Subsequent events.
(all amounts are in RON unless otherwise stated)
As at 30 September 2015, the subscribed share capital was RON 10,074,080,745.90 (31 December 2014: RON 11,815,279,886.85) representing 11,193,423,051 shares (31 December 2014: 12,437,136,723 shares) with a nominal value of RON 0.90 per share (31 December 2014: RON 0.95 per share), out of which 363,812,350 shares were unpaid (31 December 2014: 363,812,350 unpaid shares).
The following changes in share capital were recorded in the nine-month period ended 30 September 2015:
Following all these changes, the paid in capital of the Fund decreased from RON 11,469,658,154.35 as at 31 December 2014 to RON 9,746,649,630.90 as at 30 September 2015 (divided in 10,829,610,701 shares with a nominal value of RON 0.90 per share) and the subscribed share capital of the Fund decreased from RON 11,815,279,886.85 as at 31 December 2014 to RON 10,074,080,745.90 as at 30 September 2015 (divided in 11,193,423,051 shares with a nominal value of RON 0.90 per share).
Unpaid share capital represents the net value of certain contributions due to the Fund by the Romanian State represented by the Ministry of Public Finance as shareholder, that were recorded in previous years as paid in share capital (based on Law 247/2005). Holders of unpaid shares are not entitled to vote or to receive dividends.
As at 30 September 2015, the Romanian State's share in the Fund's subscribed share capital was 3.29% (31 December 2014: 2.96%) and the share in the Fund's paid in share capital was of 0.04% (31 December 2014: 0.04%).
The fair value reserve of RON 3,913,033,924 as at 30 September 2015 (31 December 2014: RON 4,020,355,472) comprised of the cumulative net change in the fair value of available for sale financial assets recognised in other comprehensive income until the investments are derecognised or impaired, net of the related deferred tax recognised through equity.
At the General Shareholders' Meeting ("GSM") in November 2013, the shareholders approved the third buy-back programme: the Fund Manager was authorised to repurchase a maximum number of 252,858,056 shares or 1.89% of the paid in share capital, within 18 months of the date when the shareholders' resolution is published in the Official Gazette of Romania, within the price range of RON 0.2 per share to RON 1.5 per share, to be cancelled upon completion of the buy-back programme. The execution of the third buy-back programme started on 25 March 2014 and until 23 July 2014, all 252,858,056 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 205,784,683. The cancellation of the shares acquired within this buy-back programme was effective on 27 January 2015.
In the 28 April 2014 GSM, the shareholders approved the fourth buy-back programme, for a maximum number of (i) 990,855,616 shares or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, starting with the date when the third buy-back programme is completed.
(all amounts are in RON unless otherwise stated)
The programme could be executed within 18 months of the date when the shareholders' resolution was published in the Official Gazette of Romania within the price range of RON 0.2 per share to RON 2 per share, to be cancelled upon completion of the buy-back programme. The execution of the fourth buy-back programme started on 1 October 2014 and until 2 February 2015, all 990,855,616 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 1,060,874,423. During the GSM held on 27 April 2015 Fund's the shareholders approved the decrease of the share capital through the cancellation of the shares repurchased by the Fund in the fourth buy-back programme.
The cancellation of the shares acquired within this buy-back programme was effective on 12 August 2015, when the new Constitutive Act was endorsed by FSA.
On 19 November 2014 the Fund's shareholders approved the fifth buy-back programme that refers to the acquisition of a maximum number of (i) 227,572,250 shares or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, starting with the date when the share capital decrease approved through Extraordinary General Shareholders' Meeting ("EGM") Resolution on 23 September 2014 (regarding the cancellation of the shares purchased by the Fund in the third buy-back programme) is effective, until August 2016. The buy-back could be performed within the price range of RON 0.2 per share to RON 2 per share, to be cancelled upon completion of the buy-back programme. The execution of the fifth buy-back programme started on 10 February 2015 and until 29 July 2015, all 227,572,250 treasury shares were acquired, at a total acquisition value, including transaction costs, of RON 193,699,522. The Fund Manager has requested shareholders' approval for the cancellation of the shares repurchased during this buy-back programme at the GSM held on 29 October 2015. For further updates regarding the shareholders' decisions in the 29 October 2015 GSM, please see note 18 Subsequent events.
The Fund Manager intends to continue with share buy-backs in accordance with the Fund's Investment Policy Statement, and in the 27 April 2015 GSM the shareholders approved a new buy-back programme for a maximum number of (i) 891,770,055 shares or the equivalent number of global depositary receipts corresponding to the shares of Fondul Proprietatea or (ii) 10% of the subscribed share capital at the relevant time, whichever is the lesser, until 15 November 2016. The buy-back shall be performed at a price that is neither lower than RON 0.2 per share nor higher than RON 2 per share. The buy-back transactions can only be applied for fully paid shares. The shares repurchased will be cancelled. The implementation of this buy-back programme is subject to the availability of the necessary cash.
The execution of the six buy-back programme started on 9 September 2015 and until 30 September 2015, the total number of shares repurchased was 21,660,405 (14,208,305 ordinary shares and 7,452,100 equivalent shares of the GDRs repurchased, where 1 GDR = 50 ordinary shares), at a total acquisition value, including transaction costs, of RON 17,241,176.
At the 21 January 2015 GSM, the Fund's shareholders approved the return to shareholders of RON 0.05 per share, following the share capital decrease through the reduction of the nominal value of Fund's share from RON 0.95 to RON 0.90. The shareholders resolution was published in the Official Gazette of Romania on 4 February 2015 and the endorsement by the FSA of the new Constitutive Act reflecting the share capital decrease was received on 21 May 2015.
The shareholders registered in the shareholders' registry with the Central Depositary on 24 June 2015 have the right to receive RON 0.05 per share, proportionally with their participation to the paid in share capital of the Fund. The payment started on 29 June 2015 and by 30 September 2015, shareholders had collected over 95% of the total distribution of RON 534,322,868.
(all amounts are in RON unless otherwise stated)
In June 2014, the FSA has issued the Endorsement no.71/19.06.2014, which states the fact that the methodology for net asset value computation in accordance with the CNVM Regulation 4/2010, as subsequently amended, shall not be applied in the context of the requirements of article 69 in Law 31/1990 related to profit distribution. The FSA has also clarified that the Endorsement is applicable prospectively from the date of its official publication, respectively 19 June 2014.
According to this official interpretation of the FSA regarding the computation of Fund 'net asset value', dividend distributions cannot be made to shareholders at the present time because the Fund's shareholders' equity computed in accordance with Romanian accounting regulations (CNVM Regulation 4/2011, as subsequently amended), of RON 9,339,030,996 as at 31 December 2014 is lower than the share capital of the Fund of RON 11,815,279,887 as at 31 December 2014.
The Fund Manager remains committed to ensuring annual cash distributions to the Fund's shareholders, based on the compliance with the applicable regulations. The Fund Manager has recommended, and the shareholders have approved (on 21 January 2015), a cash distribution of RON 0.05 per share via the decrease of the share capital through the reduction of the nominal value of the Fund's shares. Based on current understanding of Romanian tax law, no Romanian tax will arise for the Fund or its shareholders on this distribution. For details, please see note 15 (d) above.
As at 30 September 2015 the Fund was involved in certain litigations, either as defendant or claimant. According to the requirements of the IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" the Fund has disclosed in these condensed interim financial statements those which may have significant effects on the Fund's financial position or profitability. The most important litigations were as follows:
This decision is irrevocable and it was implemented by Trade Register, without any changes in the Management of the Fund considering that:
(all amounts are in RON unless otherwise stated)
FTIML was appointed for a new 2-year mandate as Sole Director and Fund Manager of Fondul Proprietatea starting with 30 September 2014.
As at 30 September 2015 the litigant is not a shareholder of Fondul Proprietatea anymore.
Therefore, FTIML as the Fund Manager of Fondul Proprietatea is liable to observe the current Constitutive Act and the shareholders' resolutions in force, and consequently will continue to manage the Fund in accordance with these and with the Investment Management Agreement in force.
In June 2014, in another case started by the Fund against the shareholder mentioned above, the court confirmed the shareholder's circumstantiated abuse of procedural rights against the Fund. Also, there are several court decisions confirming the fact that this shareholder did not prove a legitimate interest to promote certain annulment actions, and in one of these cases the decision is final – the Bucharest Court of Appeal issued the final decision in November 2014. In other files in December 2014 and February 2015 the Bucharest Court of Appeal issued irrevocable decisions maintaining as legal and valid the shareholders' resolutions approved by shareholders in November 2012, April and November 2013, which were challenged initially in these files.
The outcome of the ongoing cases cannot be determined with certainty at this stage; however, the Fund Manager intends to defend the interests of the Fund and its shareholders in all these cases in accordance with the applicable laws.
2. Other contingencies of the Fund included the receivables from World Trade Center București SA as follows:
Title II, Article 4 of Government Emergency Ordinance 81/2007 stipulates the transfer from the Authority for State Assets Recovery to the Fund of receivables from World Trade Center București SA amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007.
Until 30 September 2015, the Fund recovered from World Trade Center București SA, USD 510,131, EUR 148,701, RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center București SA, the above amounts were recognised on receipt basis in the Fund's financial statements.
In August 2013, World Trade Center București SA filed a claim against the Fund asking to pay back the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663). The amounts recovered from the enforcement procedure were originally accounted for by the Fund as contributions of Ministry of Public Finance to the share capital of the Fund, decreasing the receivable related to the unpaid capital.
Consequently, these amounts are to be recovered by the Fund from the Ministry of Public Finance (being accounted for as a receivable over this shareholder of the Fund, for which an impairment adjustment was recorded), while the legal interest was recorded as an expense with provisions for litigations. The next hearing in front of Bucharest Court for this file was set for 11 December 2015.
Currently, World Trade Center București SA is the object of insolvency procedure, but the Fund is not a party in this file, while the Ministry of Public Finance is a party in accordance with article IV of Law no. 10/2015 "Beginning with the date when this law is in force the receivable mentioned at article 4 of Title II from Emergency Ordinance of the Government no. 81/2007 […] will be transferred from Fondul Proprietatea to Ministry of Public Finance together with additional interests".
(all amounts are in RON unless otherwise stated)
| 9 months ended 30 September 2015 |
9 months ended 30 September 2014 |
|
|---|---|---|
| Remunerations | ||
| Members of the Board of Nominees | 675,000 | 675,000 |
There were no loans to or other transactions between the Fund and the members of the Board of Nominees in the nine-month period ended 30 September 2015 or in the nine-month period ended 30 September 2014.
Franklin Templeton Investment Management Limited United Kingdom Bucharest Branch is both the Fund Manager and Sole Director of the Fund.
The transactions carried between the Fund and Fund Manager were the following:
| 9 months ended | 9 months ended | |
|---|---|---|
| Transactions | 30 September 2015 | 30 September 2014 |
| Investment management and administration fees | 54,444,904 | 40,414,825 |
| Rental expense | 50,458 | 69,537 |
| Operating cost | 18,249 | 17,770 |
| 54,513,611 | 40,502,132 |
During the nine month period ended 30 September 2015, the Fund recorded also an amount of RON 1,543,212 representing expenses incurred by the Fund Manager on its behalf (nine-month period ended 30 September 2014: RON 1,587,948). These expenses were primarily related to promotional activities for the Fund (investor relations). The recharge of these expenses to the Fund followed the provisions of the Investment Management Agreement and was subject to Board of Nominees' approval.
As at 30 September 2015, the Fund owed an amount of RON 26,624,112 to the Fund Manager (31 December 2014: RON 17,189,421).
There are no other elements of compensation for key management.
The Fund had the following subsidiaries, all of which are incorporated in Romania:
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Ownership interest | ||
| Alcom SA | 72% | 72% |
| Comsig SA | 70% | 70% |
| Primcom SA | 76% | 69% |
| Zirom SA | 100% | 100% |
On 13 February 2015, Primcom SA finalised the registration within the Romanian Central Depositary of its share capital decrease by RON 19,237 through the cancellation of 192,372 shares according with the resolution of the General Shareholders' Meeting held on 17 July 2014. The number of shares owned by Fondul Proprietatea in Primcom SA, respectively 1,427,188 shares did not change, but the holding percentage increased from 69% to 76%.
In August 2015, the Fund participated in the cash share capital increase of Zirom SA subscribing 99,162 new shares, at the nominal value of RON 10 per share (in total of RON 991,620).
(all amounts are in RON unless otherwise stated)
In January 2014, Primcom SA performed a capital return to its shareholders following the decrease of its share capital by reducing the nominal value of the shares from RON 2.5 per share to RON 0.1 per share.
The fair value of investments in subsidiaries is presented in the table below:
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Alcom SA | 10,409,423 | 4,399,976 |
| Comsig SA | 1,720,902 | 1,538,490 |
| Primcom SA | 17,697,131 | 12,345,176 |
| Zirom SA | 39,338,000 | 39,338,000 |
| 69,165,456 | 57,621,642 |
As at 30 September 2015, the Fund has no commitment or intention to provide financial or other support to its subsidiaries, including commitments or intentions to assist the subsidiaries in obtaining financial support. Also, no financial or other support was provided by the Fund during the reporting periods.
As at 30 September 2015 and 31 December 2014, there is no restriction on the ability of any of the subsidiaries to transfer funds to Fondul Proprietatea in any form of distributions.
During the nine-month period ended 30 September 2015, the Fund recorded and received a dividend of RON 104,524 from Alcom SA (nine-month period ended 30 September 2014: nil).
As at 30 September 2015 and 31 December 2014, the Fund had three associates, all of them incorporated in Romania:
| 30 September 2015 | 31 December 2014 | |
|---|---|---|
| Ownership interest | ||
| OMV Petrom SA | 19% | 19% |
| Societatea Nationala a Sarii SA | 49% | 49% |
| Plafar SA | 49% | 49% |
During the nine-month period ended 30 September 2015, the Fund recorded and collected from OMV Petrom SA a dividend of RON 120,496,860 (nine-month period ended 30 September 2014: RON 331,366,364) and from Societatea Nationala a Sarii SA a dividend of RON 10,234,109 (nine-month period ended 30 September 2014: RON 19,808,540).
The main decisions of the shareholders in the 29 October 2015 GSM were the following:
The approval of the seventh buy-back programme for a maximum number of shares computed so that all the outstanding treasury shares (acquired during this programme and/or previous ones) will not exceed 10% of the issued share capital at the relevant time, starting with the date when the share capital decrease regarding the cancellation of the shares repurchased within the fifth buy-back programme is effective, for a maximum period of 18 months as of the date when this shareholders' resolution is published in the Official Gazette of Romania. The buy-back shall be performed at a price that cannot be lower than RON 0.2 per share or higher than RON 2 per share. The transaction can only have as object fully paid shares, global depositary receipts or depositary interests corresponding to the shares of the Fund. The buy-back programme is aimed at the share capital decrease. This buy-back programme implementation will be subject to the availability of the necessary cash.
(all amounts are in RON unless otherwise stated)
On 21 October 2015 the Fund sold an aggregate of 16,000,000 existing shares in SNGN Romgaz SA ("Romgaz SA"), equivalent of 4.15% of the existing share capital of Romgaz SA, or 41.51% of the Fund's holding in Romgaz SA (14,715,000 in the form of shares and 1,285,000 in the form of global depositary receipts) to qualified investors and certain other investors, not exceeding 150 natural or legal persons per Member State, other than qualified investors (all within the meaning of paragraphs (2)(a) and (2)(b) of Article 3 of the Prospectus Directive). The shares were priced at RON 28.50 and USD 7.32 (in relation to disposals via dollar-denominated global depositary receipts, based on an intraday foreign exchange rate of RON 3.8927 per USD).
In November 2015 the Fund sold its entire holding in Petrotel Lukoil SA, respectively 2,152,291 shares. The transfer of the ownership title over the shares sold was recorded by the Central Depositary on 2 November 2015.
In October 2015 the Fund repaid the RON 350 million previously drawn from the credit facility concluded with Citibank Europe Plc, Dublin - Romania Branch.
Franklin Templeton Investment Management Limited Bucharest Branch Premium Point 78 -80 Buzesti Street, 1st District Bucharest 011017 Romania
Fondul Proprietatea SA Premium Point (7th Floor) 78 -80 Buzesti Street, 1st District Bucharest 011017 Romania
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