Interim / Quarterly Report • Aug 31, 2022
Interim / Quarterly Report
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(This is a translation from the official Romanian version)
| List of Abbreviations 2 | |
|---|---|
| Overview 3 | |
| Analysis of the Fund's Activity | 7 |
| Regulated Stock Market Trading. Management and Governance of the Fund Performance Objectives. GDR Facility. 10 2022 Annual Dividend Distribution 10 Investor Relations. 11 Buy-back Programmes. General Shareholders Meeting Resolutions in the first six months of 2022. Outlook for 2022. |
7 8 9 11 15 15 |
| Regulatory Updates. Portfolio Analysis and Financial Highlights |
16 19 |
| NAV Methodology and NAV Evolution Investment Strategy and Portfolio Analysis Energy Sector Updates Update on the Largest 10 Portfolio Holdings Key Financial Highlights Fees, charges and expenses which are directly or indirectly borne by investors |
19 21 25 29 35 38 |
| Risks and Uncertainties | 40 |
| Financial Statements Analysis 43 | |
| Subsequent Events 48 |
Annex 3 Statement of the persons responsible
| ACDP | Annual Cash Distribution Policy |
|---|---|
| AIF | Alternative Investment Fund |
| AIF Law | Romanian Law no. 243/2019 on the regulation of alternative investment funds and amending and supplementing certain normative acts |
| AIF Regulation | Regulation no. 7/2020 on the authorisation and function of alternative investment funds, issued by the Financial Supervisory Authority |
| AIFM | Alternative Investment Fund Manager |
| AIFM Directive | Directive 2011/61/EU on Alternative Investment Fund Managers |
| AIFRI | Alternative investment fund for retail investors |
| ANRE | Romanian Energy Regulatory Authority |
| ATS | Alternative Trading System |
| BoN | Board of Nominees of Fondul Proprietatea SA |
| BVB | Bucharest Stock Exchange |
| NBR | National Bank of Romania |
| CIIF | Certification of registration of Financial Instruments |
| Depozitarul Central SA | Romanian Central Depositary |
| DLOM | Discount of Lack of Marketability |
| ESG | Environmental, Social and Governance |
| EU | European Union |
| Fondul Proprietatea/ the Fund/ FP | Fondul Proprietatea SA |
| FSA | Romanian Financial Supervisory Authority |
| FT | Franklin Templeton |
| FTIS/ Alternative Investment Fund Manager/ Sole Director |
Franklin Templeton International Services S.à r.l. |
| GDP | Gross Domestic Product |
| GDR | Global Depositary Receipt |
| GEO | Government Emergency Ordinance |
| GEO 114/2018 | GEO 114/29 December 2018 on the implementation of certain measures in the field of public investments and of fiscal-budgetary measures and the amendment and completion of certain normative acts |
| GEO 1/2020 | GEO 1/ 9 January 2020 regarding some fiscal-budgetary measures and the amendment and completion of some normative acts |
| GEO 74/2020 | GEO 74/ 19 May 2020 for modifying Romanian Energy Law no. 123/2012 |
| GSM | General Shareholders Meeting |
| EGSM | Extraordinary General Shareholders Meeting |
| IFRS | International Financial Reporting Standards as endorsed by the European Union |
| INS | National Institute of Statistic |
| IMF | International Monetary Fund |
| IPS | Investment Policy Statement |
| LSE | London Stock Exchange |
| MA | Management Agreement signed between Fondul Proprietatea and FTIS Luxembourg, as Sole Director and Alternative Investment Fund Manager |
| NAV | Net Asset Value |
| PNRR | National Recovery And Resilience Plan |
| PRIIPs | Packaged retail and insurance-based investment products |
| Q1 | First Quarter |
| REGS | Main market (Regular) of Bucharest Stock Exchange |
| RRR | Regulatory Rate of Return |
| SFDR | Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclosures in the financial services sector |
| SRD II | Shareholders Rights Directive II - Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement |
| TO | Tender Offer |
| Water Law | Romanian Water Law no. 107/1996 |
| WEO | World Economic Outlook |
Fondul Proprietatea was incorporated on 28 December 2005 as a joint stock company operating as a closed-end investment company. The Fund is registered with the Bucharest Trade Register under the number J40/21901/2005 and has the sole registration code 18253260.
The Fund's investment objective is the maximization of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities.
During the reporting period, the Fund was managed by FTIS as its Sole Director and AIFM under the AIFM Directive and local implementation regulations, based on the Management Agreements in force between 1 April 2020 – 31 March 2022 and 1 April 2022 – 31 March 2024. During the 15 December 2021 GSM, the shareholders approved the new mandate of FTIS as AIFM and Sole Director of the Fund for the period 1 April 2022 – 31 March 2024. The portfolio management and the administrative activities are performed by FTIS via its Bucharest Branch.
Since 25 January 2011, the Fund's shares have been listed on BVB. Since 29 April 2015, the Fund's GDRs issued by The Bank of New York Mellon as GDR Depositary, having the Fund's shares as support, have been listed on the Specialist Fund Market of LSE.
The Fund's shares are not registered for distribution in other jurisdictions than Romania.
| Share information | |
|---|---|
| Primary listing | Bucharest Stock Exchange – since 25 January 2011 |
| Secondary listing | London Stock Exchange – since 29 April 2015 |
| BVB symbol | FP |
| LSE symbol | FP. |
| Bloomberg ticker on BVB | FP RO |
| Bloomberg ticker on LSE | FP/ LI |
| Reuters ticker on BVB | FP.BX |
| Reuters ticker on LSE | FPq.L |
| ISIN | ROFPTAACNOR5 |
| FSA register no | PJR09FIAIR/400018/28.01.2022 |
| LEI code | 549300PVO1VWBFH3DO07 |
| CIIF registration no | AC-4522-8/25.02.2022 |
Source: Fondul Proprietatea
| Shareholder categories | % of subscribed and paid-up share capital |
% of voting rights |
|---|---|---|
| Romanian institutional shareholders | 35.58% | 38.87% |
| Romanian private individuals | 20.09% | 21.95% |
| The Bank of New York Mellon (GDRs)2 | 16.35% | 16.84% |
| Foreign institutional shareholders | 11.73% | 12.81% |
| Romanian State represented by Ministry of Finance | 5.78% | 6.31% |
| Foreign private individuals | 2.95% | 3.22% |
| Treasury shares3 | 7.52% | - |
Source: Depozitarul Central SA
1 Information provided based on settlement date of transactions.
2Fondul Proprietatea held 1,208,882 GDRs (60,444,100 shares equivalent) as at 30 June 2022.
3 481,606,578 treasury shares out of which 288,054,124 treasury shares acquired in 2022, during the thirteen buyback program and 194,371,754 treasury shares acquired during the twelfth buyback program (in 2021). The GDRs held by the Fund and not converted are included under The Bank of New York Mellon's position for the paid-up shareholders structure, similar with the records provided by the Central Depositary. The GDRs held by the Fund are deducted from The Bank of New York Mellon's position for the voting rights shareholder structure.
On 1 February 2022, the Romanian State, represented by the Ministry of Finance paid RON 189,182,422 to the Fund, as payment for all unpaid shares owned by the Romanian State in the Fund (as at 31 December 2021, the Romanian State held 363,812,350 unpaid shares, each share having a nominal value of RON 0.52). The payment was performed by exercising the Romanian State's rights as per Law 247/2005 on the reform in the fields of property and justice, as well as some adjacent measures. Consequently, as of 1 February 2022, the new value of the Fund's subscribed and paid-up share capital is RON 3,334,342,422.84 (divided into 6,412,196,967 shares having a nominal value of RON 0.52/share). On 16 February 2022 the Trade Registry confirmed the registration of the payment, and on 25 February 2022 FSA issued a new CIIF no AC-4522-8/25.02.2022. As at the date of this report, there are no unpaid shares outstanding.
As at 30 June 2022 the Fund had 14,418 shareholders, and the total number of voting rights was 5,869,326,989.
| Shareholder | Latest ownership disclosure | % of voting rights |
|---|---|---|
| NN Private Pension Funds | 11 April 2022 | 11.24% |
| Silver Point Capital Funds | 7 July 2022 | 8.81% |
| Ministry of Finance | 30 March 2022 | 5.97% |
| Allianz-Tiriac Private Pension Funds | 1 July 2019 | 5.05% |
Source: ownership disclosures submitted by shareholders
According with the disclosures received by the Fund during the reported period:
| Share capital information | 30 June 2022 | 31 December 2021 | 30 June 2021 |
|---|---|---|---|
| Issued share capital (RON) | 3,334,342,422.84 | 3,334,342,422.84 | 3,749,282,292.08 |
| Paid in share capital (RON) | 3,334,342,422.84 | 3,145,160,000.84 | 3,560,099,870.08 |
| Number of shares in issue | 6,412,196,967 | 6,412,196,967 | 7,210,158,254 |
| Number of paid shares | 6,412,196,967 | 6,048,384,617 | 6,846,345,904 |
| Nominal value per share (RON) | 0.52 | 0.52 | 0.52 |
Source: Fondul Proprietatea
The following table shows a summary of the financial information of the Fund during the period:
| NAV and share price developments* | Notes | H1 2022 | YE 2021 | H1 2021 |
|---|---|---|---|---|
| Total shareholders' equity at the end of the period (RON million) | 16,327.3 | 13,757.5 | 11,428.7 | |
| Total shareholders' equity change in period (%) | +18.7% | +34.0% | +11.3% | |
| Total NAV at the end of the period (RON million) | a | 16,327.3 | 13,244.6 | 11,428.7 |
| Total NAV change in period (%) | j | +23.3% | +29.0% | +11.3% |
| NAV per share at the end of the period (RON) | a | 2.7817 | 2.2624 | 1.9309 |
| NAV per share at the end of the period (USD) | a | 0.5866 | 0.5176 | 0.4661 |
| NAV per share change in the period (%) | +23.0% | +33.3% | +13.8% |
Fondul Proprietatea SA Semi-Annual Report for the six-month period ended 30 June 2022 4
| NAV and share price developments* | Notes | H1 2022 | YE 2021 | H1 2021 |
|---|---|---|---|---|
| NAV per share total return in the period (%) | g | +28.9% | +47.8% | +18.4% |
| Share price as at the end of the period (RON) | b | 2.0600 | 1.9900 | 1.8500 |
| Share price low in the period (RON) | b | 1.7600 | 1.4400 | 1.4400 |
| Share price high in the period (RON) | b | 2.1900 | 1.9900 | 1.8600 |
| Share price change in the period (%) | +3.5% | +37.2% | +27.6% | |
| Share price total return in the period (%) | h | +13.3% | +48.5% | +32.9% |
| Share price discount to NAV as at the end of the period (%) | d | -25.9% | -12.0% | -4.2% |
| Average share price discount in the period (%) | d | -13.3% | -5.7% | -4.2% |
| Average daily share turnover in the period (RON million) | c, k | 9.6 | 3.6 | 4.3 |
| GDR price as at the end of the period (USD) | e | 21.8000 | 22.6000 | 22.6000 |
| GDR price low in the period (USD) | e | 19.5000 | 17.4000 | 17.4000 |
| GDR price high in the period (USD) | e | 24.2000 | 22.6000 | 22.6000 |
| GDR price change in the period (%) | -3.5% | +32.2% | +32.2% | |
| GDR price total return in the period (%) | i | +4.9% | +42.0% | +37.1% |
| GDR price discount to NAV as at the end of the period (%) | d | -25.7% | -12.7% | -3.0% |
| Average GDR price discount in the period (%) | d | -14.6% | -7.6% | -5.9% |
| Average daily GDR turnover in the period (USD million) | f, k | 0.4 | 1.0 | 1.2 |
Source: Fondul Proprietatea, BVB (for shares) and Bloomberg (for GDRs)
* NAV for the end of each period was computed in the last working day of the month until 31 December 2021 NAV and in the last calendar day starting with the 31 January 2022 NAV.
** Period should be read as H1 2022/ H1 2021/ year end 2021, respectively.
The unaudited profit for the 6-month period is RON 4,129.7 million compared with RON 1,801.1 million for the 6-month period ended 30 June 2021. The main contributor to the profit recorded in the first half of year 2022 was the net gain from equity instruments at fair value through profit or loss amounting to RON 3,295.3 million, mainly generated by the valuation updates for Hidroelectrica, net off by the negative share price evolution of the Fund's listed holdings (mainly coming from OMV Petrom SA).
For more details, please see the Financial Statements Analysis section.
Address: 76-80 Buzesti Street, 7th floor, District 1, postal code 011017, Bucharest, Romania. Web: www.fondulproprietatea.ro E-mail: [email protected] [email protected]
Telephone: +40 21 200 9600
Fax: +40 21 200 9631/32
During the first six months of 2022, BVB's capital market index registered the slowest decline in both local and EUR terms compared to the largest markets in Central Europe, as shown in the table below:
| % change in H1 2022 | in local currency | in EUR |
|---|---|---|
| ATX (Austria) | -25.43% | -25.43% |
| BET-XT (Romania) | -3.40% | -3.26% |
| BUX (Hungary) | -22.63% | -28.07% |
| PX (Czech Republic) | -12.22% | -11.84% |
| WIG20 (Poland) | -25.19% | -26.97% |
Source: Bloomberg
Source: BVB, Bloomberg
Source: Bloomberg for Adjusted Share Price, Fondul Proprietatea for Discount / Premium (%).
Note: The discount/ premium is calculated in accordance with the IPS i.e., the discount/ premium between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of the calculation.
As at the end of the first six months of the year, on 30 June 2022, the share price was RON 2.0600, implying a discount of 20.32%, based on the latest NAV available at the date of the calculation.
During the first three months of 2022, the Fund was managed under the Management Agreement approved during the 28 June 2019 GSM, with a duration of 2 years (1 April 2020 – 31 March 2022), under the same key commercial terms as the previous one.
| Base Fee per year | 0.60% |
|---|---|
| Discount 15% – 20%, + 0.05%, i.e. Base Fee Rate = 0.65% |
|
| Discount < 15%, + 0.05%, i.e. Base Fee Rate = 0.70% |
|
| Consideration for the Base Fee | Weighted average market capitalisation of the Fund |
| Distribution Fee for all distributions | 1.00% applied to the value of the distributions |
| Consideration for the Distribution Fee | Share buy-backs and GDR buy-backs |
| Public tender buy-backs |
|
| Return of share capital and dividends |
|
| Duration | 2 years |
Starting with 1 April 2022, the Fund is managed under the Management Agreement approved during the 15 December 2021 GSM, with a duration of 2 years (1 April 2022 – 31 March 2024), under the following key commercial terms:
| Base Fee per year | 0.45% |
|---|---|
| Consideration for the Base Fee | Weighted average market capitalisation of the Fund |
| Distribution Fee for all distributions | 2.50% applied to the value of the distributions during 1 April 2022 – 31 March 2023 and |
| 1.75% applied to the value of the distributions during 1 April 2023 – 31 March 2024 |
|
| Consideration for the Distribution Fee | Share buy-backs and GDR buy-backs |
| Public tender buy-backs |
|
| Return of share capital and dividends |
|
| Duration | 2 years |
The mandate continuation vote took place in April 2022, and there will not be a mandate continuation vote in April 2023 as there will be a negotiation for a new mandate during the same year.
The new MA can be consulted on the Fund's website, www.fondulproprietatea.ro, in the Fund Management / Agreement section.
On 28 January 2022, FSA authorized Fondul Proprietatea as an Alternative Investment Fund closed-end type (authorization no. 25/28.01.2022), addressed to retail investors ("closed-end type AIFRI"), with BRD Groupe Société Générale as depositary.
FSA also authorized the amendments to the Fund's Constitutive Act, as approved by the Fund's EGSM Resolution no. 1 of 14 January 2021 and the simplified Prospectus of Fondul Proprietatea.
The updated Constitutive Act, incorporating the amendments authorised by FSA Authorization no. 25/28 January 2022, as registered with the Trade Registry on 8 February 2022, is published on the Fund's website, www.fondulproprietatea.ro, in the About the Fund / Fund Overview / Corporate Governance section. Also, the documentation regarding the operation of the Fund as a closed-end type AIFRI, established as an investment company managed by FTIS, can be consulted on the websitewww.fondulproprietatea.ro in the About the Fund / Fund Overview section.
Starting with 27 April 2022, the composition of the Board of Nominees changed following the start of Mr Martin Bernstein's new mandate as member of the BoN (following Mark Gitenstein's resignation from 18 December 2021), and the current composition is:
Starting with 10 May 2022, the new membership of the Fund's Consultative Committees is:
Audit and Valuation Committee:
Nomination and Remuneration Committee:
For more details regarding the members of the Board of Nominees please check the Fund's website www.fondulproprietatea.ro.
According to the Management Agreement in force starting with 1 April 2022, the First Reporting Period of the mandate is from 1 January 2022 until 31 December 2022 and the Second Reporting Period is from 1 January 2023 until 31 December 2023.
In accordance with the Fund's IPS, there are two performance objectives that the AIFM is aiming to achieve. The NAV objective refers to an Adjusted NAV1 per share in the last day of the Reporting Period higher than the reported NAV per share as at the end of the previous Reporting Period. The discount objective implies the discount between the closing price of the Fund's shares on BVB – REGS and the latest reported NAV per share to be equal to, or lower than 15%, in at least 2/3 of the trading days in the Reporting Period.
The Adjusted NAV per share as at 30 June 2022 was 29.14% higher than the 31 December 2021 NAV per share of RON 2.2624.
| NAV Objective | Amount RON | Details |
|---|---|---|
| Total NAV as 30 June 2022 | 16,327,273,801 | |
| Dividend distribution | 774,290,893 | Gross dividend distribution approved on 20 April 2022 of RON 0.1250 per share with Ex-Date on 2 June 2022, Registration Date on 3 June 2022 and Payment Date on 27 June 2022 |
| Costs related to buy-backs after 31 December 2021 | 8,782,054 Fees related to thirteenth buy-back programme after 31 December 2021, excluding the distribution fees for buy backs. |
1 Summarizing the provisions of the IPS, the adjusted NAV for a given date is calculated as the sum of: (i) the reported NAV as at the end of the Reporting Period; (ii) any distributions to shareholders, being either dividend or non-dividend ones (i.e. in the last case following reductions of the par value of the shares and distribution to the shareholders), implemented after the end of the previous Reporting Period, and (iii) any distribution fee and any transaction/ distribution costs relating to either dividend or nondividend distributions including buy-backs of shares/ GDRs/ depositary interests executed through daily acquisitions or public tenders after the end of the previous Reporting Period. The adjusted NAV per share is equal to the adjusted NAV divided by the total number of the Fund's paid shares, less FP ordinary shares bought back and less equivalent in FP ordinary shares of FP GDRs acquired and not yet converted into FP ordinary shares, on the last day of the Reporting Period. For more details, please refer to the IPS available on the Fund's webpage.
| NAV Objective | Amount RON | Details |
|---|---|---|
| Distribution fees for buy-backs performed after 31 December 2021 |
18,277,786 Distribution fees for buy-backs, after 31 December 2021 | |
| Distribution fees for cash distributions (return of capital/ dividend) after 31 December 2021 |
19,367,665 Distribution fee for dividend distributions | |
| Costs related to the returns of capital and dividends after 31 December 2021 |
35,891 Fees charged by the Central Depositary and Paying Agent for the payments performed for dividends. |
|
| Total Adjusted NAV as at 30 June 2022 | 17,148,028,090 | |
| Number of Fund's paid shares, less treasury shares and GDRs held as at 30 June 2022 |
5,869,326,989 | |
| Adjusted NAV per share as at 30 June 2022 | 2.9217 | |
| NAV per share as at 31 December 2021 | 2.2624 | |
| Difference | 0.6593 | |
| % | 29.14% |
Source: Fondul Proprietatea
The Sole Director is committed to its continued efforts towards protecting shareholders' value and to implement the necessary measures in accordance with the IPS to address this volatile environment. For 2022, the Sole Director proposed, and shareholders approved during the 20 April 2022 GSM, a dividend distribution of RON 0.1250 per share with payment date on 27 June 2022, while the remaining cash balance will be distributed to shareholders through a combination of share buybacks through daily repurchases and a Tender offer approved by FSA on 11 May 2022 (for details please see the subchapter below, in the Buy-back Programmes section).
In the period between 1 January 2022 and 30 June 2022, the discount to NAV was below 15% in 29 trading days (47.5% of the period) while in the remaining 32 days was above 15% (52.5% of the period).
| Discount at the Start of the Reporting Period – 3 January 2022 |
Discount at the End of the Reporting Period – 30 June 2022 |
Average Discount for the Reporting Period 3 January – 30 June 2022 |
Discount Range for the Reporting Period 3 January – 30 June 2022 |
|
|---|---|---|---|---|
| Share price | (3.83)% | (20.32)% | (13.30)% | (24.58)% – (2.14)% |
| GDR | (4.22)% | (22.36)% | (14.60)% | (26.64)% – (1.67)% |
Source: Fondul Proprietatea
The AIFM will continue its efforts to minimize the discount to NAV, through close collaboration with underlying portfolio assets to improve governance, efficiency, and profitability, as well as ongoing implementation of the Discount Control Mechanism, transparent communication and disclosure, supported by proactive investor relations.
The GDR facility is limited to one-third of the Fund's subscribed share capital under the Romanian securities regulations, or 42,747,979 GDRs as at 30 June 2022, each GDR representing 50 shares. As at 30 June 2022, 1,048,753,250 of the Fund's issued shares were held by The Bank of New York Mellon, the GDR depositary bank, accounting for 20,975,065 GDRs, representing 49.07 % of the GDR facility.
On 20 April 2022, the shareholders approved the distribution of a gross dividend of RON 0.1250 per share, with Ex-date on 2 June 2022 and Registration date on 3 June 2022. The Fund started the payment of dividends on 27 June 2022. The payment of the distributions to shareholders are performed through the Romanian Central Depositary, according to the legislation in force, as follows:
1 The value of the discount / premium is calculated in accordance with the IPS, i.e. the discount / premium between FP closing share price on BVB - REGS for each trading day and the latest published NAV per share at the date of calculation.
In the first six months of the year, 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 organised two road-shows in the United States and met with 22 investment professionals interested in finding out more details about Fondul Proprietatea and its equity story, and in receiving updates on the Fund, its corporate actions, and the main portfolio holdings, as well as on the Romanian macroeconomic environment.
During the first six months of the year, we also participated to three online and one in person investor conferences, during which we discussed with 44 portfolio managers and analysts.
On 2 February we organized a conference call for institutional investors and financial analysts to inform them about the latest developments regarding Fondul's share capital and the payment made by the Romanian Ministry of Finance on 1 February for all unpaid shares owned by the Romanian State in Fondul Proprietatea. 28 investors and analysts participated to the call.
On 28 February and 15 May, we organized the 2021 Annual Results Conference Call and the Q1 2022 Results Conference Call with institutional investors and financial analysts, with around 28 professionals participating at each call.
Furthermore, during this six-month period, 33 conference calls and 3 in person meetings were organized with institutional investors and financial analysts covering Fondul Proprietatea, interested in the latest developments regarding the Fund's corporate actions, and its portfolio companies.
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.
| No. of shares | ||||
|---|---|---|---|---|
| Programme Period | repurchased | Tender offer Cancellation of shares | ||
| (mn shares) | ||||
| First | May – Sep 2011 | 240.3 | N/A Completed | |
| Second | Apr – Dec 2013 | 1,100.9 | Oct – Nov 2013 Completed | |
| Third | Mar – Jul 2014 | 252.9 | N/A Completed | |
| Fourth | Oct 2014 – Feb 2015 | 990.8 | Nov – Dec 2014 Completed | |
| Fifth | Feb – Jul 2015 | 227.5 | N/A Completed | |
| Sixth | Sep 2015 – Sep 2016 | 891.7 | Aug – Sep 2016 Completed | |
| Seventh | Sep 2016 – May 2017 | 830.2 | Feb – Mar 2017 Completed | |
| Eight | May – Nov 2017 | 141.9 | N/A Completed | |
| Ninth | Nov 2017 – Dec 2018 | 1,488.0 | Jan – Feb 2018 Completed | |
| Tenth | Jan – Dec 2019 | 403.8 | Jul – Aug 2019 Completed | |
| Eleventh | Jan – Dec 2020 | 798.0 | Jan – Mar 2020/ | Completed |
| July – Sep 2020 / | ||||
| Oct – Dec 2020 | ||||
| Twelfth | Jan - Dec 2021 | 194.4 | N/A Last trade date on 31 December 2021. | |
| Cancellation of shares was approved during | ||||
| the 20 April 2022 GSM and will be | ||||
| implemented after FSA approval. |
| Programme Period | No. of shares repurchased (mn shares) |
Tender offer Cancellation of shares | |
|---|---|---|---|
| Thirteenth | Jan – Dec 2022 | 348.5 | May – Jun 2022 The programme was approved during the 15 December 2021 GSM and started on 31 January 2022. Suspended on 14 March 2022 for the Tender Offer approved by FSA on 11 May 2022 and resumed on 4 July 2022. |
| TOTAL | 7,908.9 | ||
Source: Fondul Proprietatea
The chart below presents the evolutions of the discount / premium and trading price by reference to the buy-back programmes and dividend distributions implemented:
Source: Bloomberg for Adjusted Share Price, Fondul Proprietatea for Discount / Premium.
Note: The (discount) / premium is calculated in accordance with the IPS i.e., the (discount) / premium between the FP shares closing price on the BVB - REGS for each trading day and the latest published NAV per share at the date of calculation.
During the half year period ended 30 June 2022, the Fund bought back a total number of 348,498,224 own shares within the thirteenth buy-back programme (out of which 287,234,824 ordinary shares and 61,263,400 ordinary shares corresponding to GDRs), representing 5.43% of the total issued shares as at 30 June 2022, for a total acquisition value of RON 758,666,017.79, excluding transaction costs. The total number of own shares (including shares corresponding to GDRs) held by the Fund as at 30 June 2022 is 542,869,978 own shares, having a total nominal value of RON 282,292,388.56 (RON 0.52 per share). During H1 2022, the Fund converted 16,386 GDRs into 819,300 ordinary shares. Fondul Proprietatea held 1,208,882 GDRs (60,444,100 shares equivalent) as at 30 June 2022. The conversion of these GDR's into shares was finalised on 4 July 2022.
The table below shows a summary of the buy-back programmes conducted during the first 6 months of 2022* :
| No of | Equivalent shares of |
Total no of | % of issued share |
||
|---|---|---|---|---|---|
| Programme | Description | shares* | GDRs* | shares | capital*** |
| 12th | Opening balance as at 1 January 2022 | 193,776,054 | 595,700 | 194,371,754 | |
| Acquisitions | - | - | - | ||
| Conversions | 595,700 | (595,700) | - | ||
| Closing balance as at 30 June 2022 |
194,371,754 | - | 194,371,754 | 3.03% | |
| Weighted average price (RON per share; USD per GDR)** |
1.7017 | 20.1058 | 1.6878 | ||
| 13th | Opening balance as at 1 January 2022 |
- | - | - | |
| Acquisitions | 287,234,824 | 61,263,400 | 348,498,224 | ||
| Conversions | 819,300 | (819,300) | - | ||
| Closing balance as at 30 June 2022 | 288,054,124 | 60,444,100 | 348,498,224 | 5.43% | |
| Weighted average price (RON per share; USD per GDR)** |
2.1760 | 23.3545 | 2.1770 | ||
| All | Total balance of treasury shares as at 30 June 2022 |
482,425,878 | 60,444,100 | 542,869,978 | 8.47% |
Source: Fondul Proprietatea
* Based on the transaction date.
** Weighted average price is calculated based on the transaction price, excluding the related transaction costs, for the entire buy-back programme
***Calculated as the total number of shares acquired within the programme (own shares and shares corresponding to GDRs) divided by the number of shares corresponding to the issued share capital at the reporting date.
The twelfth buy-back programme has been finalized on 31 December 2021. During the 20 April 2022 Extraordinary General Shareholders' Meeting, the Fund's Sole Director proposed, and the shareholders approved the cancellation of the 194,371,754 treasury shares repurchased through the twelfth buy-back programme. The Fund will undertake all the required legal and regulatory steps for the cancelation of shares.
During the 15 December 2021 GSM the shareholders approved the thirteenth buy-back programme for a maximum number of 800,000,000 shares and / or equivalent GDRs corresponding to shares, starting with 1 January 2022 until 31 December 2022, at a price that cannot be lower than RON 0.2 per share or higher than RON 2.5 per share. The shares repurchased during the buy-back programme will be cancelled. The Fund selected Auerbach Grayson in consortium with Swiss Capital to provide brokerage services for the programme. The Fund is allowed to buy back daily up to 25% of the average daily trading volume of the Fund's shares (in the form of ordinary shares or GDRs) on the regulated market on which the purchase is carried out, calculated in accordance with the applicable law.
The thirteenth buy-back programme started on 31 January 2022.
On 29 March 2022 the Fund submitted to the FSA an application for the endorsement of a tender offer to accelerate the thirteenth buy-back programme.
The daily execution of buy-backs for both shares on BVB and GDRs on LSE was suspended starting with 14 March 2022.
The Fund selected Swiss Capital S.A. together with Auerbach Grayson as agents and Swiss Capital S.A. as intermediary in relation to the purchase of shares, and The Bank of New York Mellon as tender agent in relation to the GDR purchases.
On 11 May 2022, the FSA approved the Fund's application for the public tender offer. The purchase price was RON 2.19 per share and the USD equivalent of RON 109.50 per GDR, and the subscription period was from 18 May to 24 June 2022.
On 24 June 2022, the Investment Manager announced the results of the tender offer: total subscriptions of 1,358,016,097 shares representing 417.8511% of the Offer (1,105,449,747 were subscribed in the form of shares and 252,566,350 shares in the form of GDRs, namely 5,051,327 GDRs).
Under the tender offer, the Fund repurchased 325,000,000 shares (264,555,900 in the form of shares and 60,444,100 shares in the form of GDRs, namely 1,208,882 GDRs) at a purchase price of RON 2.19 per share and the USD equivalent of RON 109.50 per GDR, computed in accordance with the terms and conditions of the Tender Offer Documentation. The shares' Trade Date was 27 June 2022, and the settlement / payment date was 29 June 2022 for both shares and GDRs.
The daily execution of the thirteenth buy-back programme was resumed on 4 July 2022 on both BVB and LSE.
The Fund recognises the treasury shares (repurchases of own shares and GDRs) at trade date as a deduction from shareholders' equity (in an equity reserve account). Treasury shares are recorded at acquisition cost, including brokerage fees, distribution fees and other transaction costs directly related to their acquisition.
Upon completion of all legal and regulatory requirements, the treasury shares are cancelled and netted off against the share capital and / or other reserves. The details on the accounting treatment to be applied for the registration and cancellation of treasury shares can be found in the FSA Norm no. 39/2015, article 75.
A negative equity element arises upon cancelation of the shares acquired in a buy-back programme, where the acquisition price is higher than the nominal value, but this does not generate an additional shareholder's equity decrease. At the cancellation date, only a reallocation between the equity accounts is booked, without any impact on profit or loss and without generating additional shareholders' equity decrease (the decrease is recorded at share acquisition date).
Article 75 from Norm no. 39/2015 mentions that the negative balance arising on the cancellation of equity instruments may be covered from the retained earnings and other equity elements, in accordance with the resolution of the General Shareholders Meeting. As at 30 June 2022, the Fund's equity elements that could be used to cover the negative reserve are sufficient and include retained earnings, reserves and share capital.
During the 20 April 2022 Annual GSM, the shareholders approved the coverage of the negative reserves related to the eleventh buy-back programme using the other reserves set up for this purpose as per the decision taken in the 2021 Annual GSM, in amount of RON 671,941,938.
The table below shows the movement of the negative reserves during the first six months of 2022:
| Opening balance of the negative reserve as at 1 January 2022 (audited) | 671,941,938 |
|---|---|
| Coverage of negative reserves according with GSM Resolution no. 5/ 20 April 2022 | (671,941,938) |
| Closing balance of the negative equity reserve at 30 June 2022 | - |
The table below shows additional details on the estimated negative reserve that will arise upon the cancelation of the treasury shares in balance, as at 30 June 2022:
| Negative reserve that would arise on cancelation of the treasury shares in balance as at 30 June 2022 |
Buy-back programme 12 |
Buy-back programme 13 |
|
|---|---|---|---|
| Number of shares to be cancelled | (1) | 194,371,754 | 348,498,224 |
| Total costs (including transaction costs and other costs), representing the accounting value of the shares to be cancelled in the future (RON) |
(2) | 331,650,005 | 785,725,857 |
| Correspondent nominal value (NV = RON 0.52 per share) (RON) | (3)=(1)*NV | 101,073,312 | 181,219,076 |
| Estimated negative reserve to be booked on cancelation (RON) | (4)=(3)-(2) | (230,576,693) | (604,506,781) |
Source: Fondul Proprietatea
During the 20 April 2022 Annual GSM (Resolution 6/ 20 April 2022), the Fund's Sole Director proposed, and shareholders approved the cancellation of the 194,371,754 treasury shares repurchased within the twelfth buy-back programme, and also the allocation of RON 230,576,693 from the 2021 accounting profit to other reserves in order to be available for covering the related negative reserve.
The related negative reserve in amount of RON 230,576,693 (please see table above), will be recorded only after all legal and regulatory steps related to the cancellation of shares, are completed (e.g., FSA endorsement, registration to the Trade Registry). The coverage of this negative reserve will be subject to shareholders' approval during the annual shareholders' meeting subsequent to the completion of all cancellation steps.
During the 20 April 2022 Annual GSM of the Fund the shareholders approved:
Despite the economic recovery experienced in 2021, the outlook for 2022 has changed markedly as several risks have begun to materialize during the first half of the year. Performance exceeded expectations in the first quarter of the year, but world real GDP is estimated to have shrunk in the second quarter, the first contraction since 2020, primarily as a result of economic downturns in China and Russia.
Global economic risks have been continuously reassessed following the start of the war on Ukraine, with forecasts being adjusted downwards from previous levels while inflationary pressure has intensified. At the same time, the uncertainty and restrictions associated with the COVID-19 pandemic is decreasing, however supply chain disruptions and trade blockages continue to pose a challenge considering the sanctions imposed on Russia and the reduction of transport capacity in Ukraine, considering that these countries have an important role in the production and global export of grains and raw materials, including natural gas and oil in the case of Russia.
During the first half of the year, the IMF attributed the economic deceleration on Russia's invasion of Ukraine. The war in Ukraine, in addition to the tragic human cost, has a significant impact on economic growth especially for the Euro area through higher energy and commodity prices and disruption of international commerce.
Even though the growth rate had an upward trend during January and February 2022, the impact of the war and the gradual withdrawal of the political incentives have led to a downwards revised global economic projection compared with December 2021, mainly for 2022 and 2023. In March 2022, The Central European Bank anticipated a moderation of global real GDP growth to 4.1% in 2022 and 3.6% in both 2023 and 2024[1]. Real GDP for emerging and developing Europe is expected to shrink by 1.5 percentage points less in 2022 than predicted in the April 2022 WEO but grow by 0.4 percentage point less in 2023, on the back of stronger Russian export growth in 2022 and the recently announced additional sanctions on Russia in 2023.
In April 2022, according to the IMF, global growth was projected to slow from an estimate of 4.4% in the forecast issued in January to a revised figure of 3.6% in 2022 and 2023[2] (growth in 2021 was about 6.1%). Based on the
[1] https://www.ecb.europa.eu/pub/economic-bulletin/html/eb202202.en.html
[2] World Economic Outlook, April 2022 (imf.org)
WEO from July[3] , global growth is expected to be 3.2% in 2022 and moderating to 2.9% in 2023, lower than projected in the April 2022 WEO.
For Romania, according with April 2022 WEO, the real GDP growth for 2021 was 5.9% and is expected to moderate to 2.2% in 2022 and 3.4% to 20232 .
From IMF projections from July 20223 , global inflation has been revised up mainly due to rapidly rising food and energy prices and it is anticipated to reach this year 6.6% in advanced economies and 9.5% in emerging market and developing economies– upward revisions of 0.9% and 0.8%, respectively. Although long-term inflation expectations have been stable in most major economies, they have started to rise according to some measures. Central banks of major advanced economies are withdrawing monetary support more assertively and raising policy interest rates faster than expected in the April 2022 WEO.
In June, in the euro area, inflation reached 8.6% and in emerging market and developing economies, secondquarter inflation is estimated to have been 9.8%3 . For 2022, is estimated to be 7.3% and 3.9% in 2023.
For Romania, according with INS[5] the annual inflation rate in June 2022 compared with June 2021 is 15.1%, the main factors being increase in consumer prices of some energy products, which in this second quarter have increased by 87.2% for gas and 38.5% for fuels[6] .
According with the monthly report of BVB, the Romania Capital market[7] fully recovered from the declines caused by the war in Ukraine by the end of the first half of this year, but other external risks are still present and can significantly influence the activity in the capital markets. The BET-TR index, which also includes dividends, increased by 0.8% in the first 6 months, reaching 23,305.43 points. In the last trading session from June, the BET index had a decrease of 5.9%, reaching a level of 12,294.26 points. The total trading value of all types of financial instruments exceeded RON 13.5 billion in the first half of this year. The investors operating on BVB became much more active in January-June this year and introduced 56.8% more sell-buy orders than in the same period last year.
On 5 August 2022, the Board of the National Bank of Romania raised its key monetary policy rate by 0,75% to 5.5%[8], the seventh consecutive rate hike, pushing the borrowing costs to the highest since February 2012.
On 28 January 2022, FSA authorized Fondul Proprietatea as an Alternative Investment Fund closed-end type (authorization no. 25/28.01.2022), addressed to retail investors ("closed-end type AIFRI"), with BRD Groupe Société Générale as depositary.
FSA also authorized the amendments to the Fund's Constitutive Act, as approved by the Fund's Extraordinary General Shareholders' Meeting Resolution no. 1 of 14 January 2021 and the simplified Prospectus of Fondul Proprietatea.
The documentation regarding the operation of the Fund as a closed-end type AIFRI, established as an investment company, managed by FTIS, including the Constitutive Act in force, can be consulted on the Fund's website, ww.fondulproprietatea.ro, in the About Fondul Proprietatea section.
In August 2020, the Romanian Parliament enacted Law 173/2020 regarding certain measures for protecting national interest within the economic activity. The law entered into force on 16 August 2020, banning the sale of shareholdings owned by the Romanian state in national companies, banks, or other companies in which the state is a shareholder, irrespective of the ownership percentage, for the next two years. Ownership transfers that commenced before the entry into force of the law are suspended for a two-year term. On 5 October 2020, GEO no. 166/2020 entered into force, setting exceptions from Law 173/2020 by limiting the prohibition only with respect to shares held by the Romanian state. On 3 February 2021, the Government proposed for Parliament's approval a new draft law that repeals the requirements of Law 173/2020, which was adopted by the Senate on 22 March 2021. The
[3] World Economic Outlook July 2022
[5] INS July report
[6] Prognoza-pe-termen-mediu-2022-2026-varianta-de-vara-2022-SINTEZA.pdf (cnp.ro)
[7] https://bvb.ro/press/2022/BVB_Monthly%20report%20June%202022.pdf
[8] https://www.bnr.ro/page.aspx?prid=21297
draft law is still in Parliament for other legislative procedure. There is no estimation as to when this law will enter into force and if this will be before 16 August 2022 when Law 173/2020 ends its effects. Also, a new draft law was registered with the Senate on 30 June 2022 for amending the deadlines stipulated in Law 173/2020 (extending the prohibition until August 13, 2024) and for repealing the GEO no. 166 / 2020.
During 2020, the Parliament approved several changes to the Water Law which entered into force on 16 July 2020. According to these changes, all owners of water installations that collect underground or surface waters are required to install water metering devices within 6 months calculated from 16 July 2020. Failure to comply with this requirement, even for well justified technical reasons, could lead to the obligation to pay the water contribution to ANAR at the level of the maximum authorised flow.
To calculate the water volume used by its hydropower plants to produce electricity, Hidroelectrica has been using an indirect calculation method based on the electricity volume produced by each hydro-unit. Hidroelectrica's management considers it is technically unfeasible to install standard water meters as required by law, given the size and the variety of technical specifications of its power plants.
The Romanian Government changed the Water Law starting with 31 December 2020, via GEO no. 225/2020, according to which by way of exception, in case of the non-existence/proven technical impossibility of mounting water metering devices, indirect metering methods are applied, by reporting the maximum authorized flow to the actual time of use for electricity production, the user having the obligation to communicate the data generated by compliant devices measuring the time of use.
Following the latest changes approved in December 2020, further amendments to Romanian Water Law are currently debated in Parliament, with a potential impact on the activity of Hidroelectrica. On 8 February 2021, the Senate, as first chamber discussing the amendments, approved a change that would allow Hidroelectrica to continue to use indirect methods for determining the water volumes, as before July 2020 (i.e. cancelling the effects of the changes in legislation adopted after July 2020). The law then moved to the Chamber of Deputies which was the decisional body. Here, it suffered unexpected changes brough by the Agricultural Commission, which included a flat-water contribution for hydropower producers of RON 33/ MWh. This would push Hidroelectrica's production costs, in an average hydrological year, to around RON 528 million from around RON 350 million based on the calculation system used until 2020, leading to an over 10% increase in Hidroelectrica's overall average production cost. The law is currently reassessed by the same Agricultural Committee in the Chamber of Deputies.
The entire legislative process involves several mandatory steps, and the final wording of the law cannot be predicted.
The changes in legislation are estimated to be effective after the date of publication of this report. The Fund is monitoring the legislative process in Parliament, as well as Hidroelectrica's ongoing discussions with ANAR, in order to be able to assess any potential impact on the company. Considering the current legislative status, we don't expect any changes to occur until this report is published.
Please see details regarding the windfall tax in section Energy Sector update.
On 30 March 2022, FSA published on its website, for public consultation until 9 April 2022, the draft Regulation for amending the FSA Regulation governing the GDRs. The amendments were approved by the FSA on 27 April 2022 and entered into force on 10 May 2022, the date when it was published in the Official Gazette.
The draft regulation reduces the limit of the number of shares subject to an offer for which GDRs can be issued "at most 1/10 of the number of shares object of the offer, but not exceeding 1/3 of the total shares issued by the issuing company". At the same time, the regulation removes the provisions stating that the FSA may derogate from the provisions which set the limits for which GDRs may be issued and adds provisions for delisting the GDRs. A response letter expressing the Fund's disagreement to the amendments and the reasons for keeping the existing rules was submitted to the FSA, during the consultation period, on 8 April 2022.
The recent enacted provisions in the FSA Regulation no. 20/2021 require that at least one member of the audit committee should have theoretical knowledge and practical and professional experience on the application of accounting principles and in financial audit (previously "... regarding the application of accounting principles or in financial audit"). In addition, the Authority for the Public Supervision of the Statutory Audit Activity (ASPAAS) Order no. 123/28 April 2022 on the composition of the audit committee, published in the Official Gazette on 4 May 2022, provides that: (i) at least one member of the audit committee must be a certified financial auditor and (ii) the qualification of financial auditor is proved by a document issued by the competent authority from Romania or from another Member State. The Fund should comply with the above rules no later than 31 December 2022.
Government Ordinance no. 16/2022, published in the Official Gazette no. 716/15.07.2022 on 15 July 2022, entails important amendments to the Romanian Fiscal Code. The Government Ordinance 16/2022 includes among others, amendments on the dividend withholding tax regime, which will be impacting FP's distributions. Moreover, the ordinance did not introduce the broadly discussed solidarity tax (the solidarity tax was thought as an additional tax obligation of 1% of the turnover, applicable to Romanian corporate entities with a turnover of over EUR 100 million).
The Government Ordinance 16/2022 will apply to dividends distributed after 1 January 2023 and will:
Shareholders will still be eligible to reduced withholding tax rates, or withholding tax exemptions, based on the provisions of Double Taxation Treaties conducted by Romania. Moreover, the current exception for shareholders holding over 10% of the share capital of the paying entity, for an uninterrupted period of 1 year, will remain in place.
GEO 102/2022, published in the Romanian Official Journal no. 654/30.06.2022 on 30 June 2022, entails amendments to the FATCA and CRS reporting. The Government Extraordinary Ordinance 102/2022 mentions that specific guidelines and administrative tax procedures will be published by ANAF within 150 days, respectively 90 days from the date of publication of this ordinance.
The most important provisions introduced by the GEO 102/2022 are summarized below:
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 the local rules issued by the capital market regulator, no later than 15 calendar days after the reporting month end and after the dates when share capital changes are recorded within Trade Register.
All NAV reports are published on the Fund's website, www.fondulproprietatea.ro, together with the share price and discount / premium information.
Starting with 28 January 2022, the date when the Fund's registration process as an alternative investment fund with the FSA was finalised, the Fund started to apply the Romanian AIF Law (Law 243/2019) and AIF Regulation (Regulation 7/2020).
Listed securities are valued either at closing market prices if listed on regulated markets, or at reference prices if listed on an ATS. Illiquid and unlisted securities are valued using the fair value determined either by reference to published prices on the stock exchange where shares are traded (listed securities) or assessed using valuation techniques in accordance with International Valuation Standards. The holdings in the companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at zero.
The treasury shares acquired through buy-backs are excluded from the number of shares used in the NAV per share computation. Due to the fact that in substance the Fund's GDRs are similar to the ordinary shares to which they correspond, in the computation of the number of shares used for the NAV per share calculation, the equivalent number of shares corresponding to the GDRs bought back and held by the Fund as at the NAV reporting date is also deducted, together with the number of ordinary own shares bought back and held.
The following chart shows information on the monthly published NAVs per share for the period 31 December 2021 to 30 June 2022:
Source: Fondul Proprietatea, based on NAV reports submitted to the FSA, computed for the last working day of the month
During the first quarter of 2022, the NAV per share had an increase of 3.7% compared to the end of the previous year, mainly due to the increase in valuation of the unlisted holding Hidroelectrica SA (impact on the Fund's NAV of RON 1,396.45 million or RON 0.2385 per share), netted off by the dilution in NAV/ share resulted from the Ministry of Finance's payment for the unpaid shares during February 2022.
| 31 Mar 2022 | 31 Mar 2022 | 31 Mar 2022 | 31 Mar 2022 | ||||
|---|---|---|---|---|---|---|---|
| Portfolio | Value in | Value in | Value in | NAV vs. | NAV vs. | NAV vs. | NAV vs. |
| company name | 31 Mar | 31 Jan | 31 Dec | 31 Dec 2021 | 31 Dec 2021 | 31 Jan 2022 | 31 Jan 2022 |
| 2022 NAV | 2022 NAV | 2021 NAV | NAV | NAV% | NAV | NAV | |
| RON | RON | RON | RON | RON | |||
| million | million | million | million | % | million | % | |
| Hidroelectrica SA | 9,924.4 | 9,040.9 | 8,528.0 | 1,396.4 | 16.4% | 883.50 | 9.77% |
On 1 February 2022, the Romanian State, represented by the Ministry of Finance paid RON 189,182,422 to the Fund, as payment for all unpaid shares owned by the Romanian State in the Fund (as at 31 December 2021, the Romanian State held 363,812,350 unpaid shares, each share having a nominal value of RON 0.52). Consequently, following this payment, starting with 1 February 2022, the new value of the Fund's subscribed and paid-up share capital is RON 3,334,342,422.84 (divided into 6,412,196,967 shares with a nominal value of RON 0.52/share), so the number of shares used in the calculation of the NAV increased.
During the second quarter of 2022, the NAV per share had an overall increase of 18.5% compared to the end of the first quarter, mainly due to the dividends recorded from portfolio companies (impact on the Fund's NAV of RON 856.0 million), to the valuation update of the unlisted holdings in the portfolio (impact on the Fund's NAV of RON 2,457.8 million compared with 31 March 2022), net off by the thirteen-buyback programme carried out by the Fund during this period, including the Tender Offer settlement.
In April 2022, based on the most recent financial information, the most recent comparable trading multiple for EBITDA and the most recent estimated DLOM from KPMG, the Fund performed an update of the valuation for Hidroelectrica SA. The total impact was an increase in Hidroelectrica's value by 13.3% / RON 1,446.0 million compared to the 31 March 2022 NAV.
| Portfolio company name | Value in 30 Apr 2022 NAV |
Value in 31 Mar 2022 NAV |
30 Apr 2022 NAV vs. 31 Mar 2022 NAV |
30 Apr 2022 NAV vs. 31 Mar 2022 NAV% |
|---|---|---|---|---|
| RON | RON | RON | ||
| million | million | million | % | |
| Hidroelectrica SA | 11,370.4 | 9,924.4 | 1,446.00 | 13.33% |
In June 2022, the Fund performed valuation updates for 8 unlisted holdings representing 98.7% of the Fund's total unlisted portfolio as at 31 March 2022. The valuation was performed with the assistance of KPMG Advisory, in accordance with International Valuation Standards. The valuation date for the updated reports was 31 May 2022 (date for the market multiples) and is based on the financial data of the companies as at 31 March 2022 (except Hidroelectrica SA for which the financials data date was 30 April 2022). The reports also considered all relevant subsequent events until 30 June 2022 (such as dividends declared, changes in legislation, etc). The total impact of the valuation update was an increase of RON 3,854.2 million compared to the 31 December 2021 NAV, and an increase of RON 2,457.8 million compared with the 31 March 2022 NAV (RON 1,011.8 million compared with April 2022). The table below presents information regarding the changes in the value of the top 8 unlisted holdings in the Fund's portfolio during the six months ended 30 June 2022:
| 30 Jun 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Portfolio company name | Value in | Value in | Value in | Value in | Value in | NAV vs. | % of 31 |
| 30 Jun | 30 Apr | 31 Mar | 31 Jan | 31 Dec | 31 Dec 2021 | Dec 2021 | |
| 2022 NAV | 2022 NAV | 2022 NAV | 2022 NAV | 2021 NAV | NAV | NAV | |
| RON millionRON millionRON millionRON million RON million | RON million | % | |||||
| Hidroelectrica SA | 12,559.8 | 11,370.4 | 9,924.4 | 9,040.9 | 8,528.0 | 4,031.8 | 39.27% |
| CN Aeroporturi Bucuresti SA | 695.6 | 674.2 | 674.2 | 674.2 | 674.2 | 21.4 | 0.21% |
| Engie Romania SA | 440.3 | 522.7 | 522.7 | 522.7 | 522.7 | -82.4 | -0.80% |
| E-Distributie Banat SA | 175.2 | 245.1 | 245.1 | 245.1 | 245.1 | -69.9 | -0.68% |
| CN Administratia Porturilor Maritime SA |
298.9 | 294.4 | 294.4 | 294.4 | 294.4 | 4.5 | 0.04% |
| Societatea Nationala a Sarii SA | 253.4 | 216.7 | 216.7 | 216.7 | 216.7 | 36.7 | 0.36% |
| E-Distributie Muntenia SA | 162.5 | 206.7 | 206.7 | 206.7 | 206.7 | -44.2 | -0.43% |
| E-Distributie Dobrogea SA | 140.3 | 184.0 | 184.0 | 184.0 | 184.0 | -43.7 | -0.43% |
| TOTAL | 14,726.0 | 13,714.2 | 12,268.2 | 11,384.7 | 10,871.8 | 3,854.2 | 37.5% |
During this volatile and uncertain period, the Fund will continue to closely monitor the evolution of financial markets and that of the specific industries the unlisted holdings operate in, and for each NAV reporting date will assess if an updated valuation is required.
The Fund's investment objective is the maximization of returns to shareholders and the increase of the net asset value per share via investments mainly in Romanian equities and equity-linked securities. The equity exposure amounted to 97.2% of the Fund's NAV as at 30 June 2022. As at that date, the portfolio was composed of holdings in 32 companies (6 listed and 26 unlisted), a combination of privately held and state-controlled entities.
Net cash and receivables include bank deposits, current bank accounts, shortterm Government securities, dividend receivables, as well as other receivables and assets, net of all liabilities (including liabilities to shareholders related to the returns of capital and dividend distribution) and provisions.
Source: Fondul Proprietatea, data as at 30 June 2022, % in total NAV.
The portfolio remains heavily weighted in the power, oil and gas sectors (approx.88.1% of the NAV), through several listed and unlisted Romanian companies
Source: Fondul Proprietatea, data as at 30 June 2022, % in total NAV.
Source: Fondul Proprietatea, data as at 30 June 2022, % in total NAV.
The largest unlisted holding is Hidroelectrica SA (76.93% of the NAV)
Source: Fondul Proprietatea, data as at 30 June 2022; the chart reflects the company NAV value as a % in total NAV value of unlisted holdings.
The largest listed holding is OMV Petrom SA (5.04% of the NAV)
Source: Fondul Proprietatea, data as at 30 June 2022; the chart reflects the company NAV value as a % in total NAV value of listed holdings.
During the first half of 2022, 8 companies in the Fund's portfolio declared annual dividends related to the 2021 financial year and / or special dividends.
The total amount of the gross dividend income recorded by the Fund in the six-month period ended 30 June 2022 is RON 858.9 million, and the most significant amounts relate to Hidroelectrica SA and OMV Petrom SA.
Out of the companies that declared dividends, 2 portfolio companies also approved the distribution of special dividends. The following gross amounts were approved as special dividends for the Fund, in accordance with its shareholding in each company:
| Portfolio company | Gross amounts (RON million) |
Date of recording in accounting |
Collection date |
|---|---|---|---|
| Hidroelectrica SA | 199.4 | 28-Apr-22 | 30-Sep-222 |
| Alcom SA | 0.4 | 22-Jun-22 | 7-Jul-221 |
| Total | 199.8 |
Note:
Dividends already collected at the publication of this report.
Estimated collection date according with the GSM decision.
For more details regarding the dividend income, please refer to the Financial Statements Analysis and Subsequent events sections.
On 12 December 2021, the Fund subscribed to the share capital increase of Hidroelectrica SA with a cash contribution of RON 23,970, which was effective on 6 May 2022, at the registration date with the Romanian Trade Register.
On 20 January 2022, the Fund announced the agreement to sell 2,275,000,000 ordinary shares including a 50% exercise of the upsize option, held by the Fund in OMV Petrom S.A., following the completion of an accelerated bookbuild offering. The shares' selling price was RON 0.43 /share. The gross proceeds of the transaction amount to RON 978,250,000 and will be used to implement the Fund's Discount Control Mechanism, by funding the buyback programme as approved by the Fund's shareholders, and the payment of potential dividends to the Fund's shareholders, in the absence of exceptional market conditions or circumstances, and subject to any restrictions under Romanian legal or tax regulations and to shareholders' approval.
Erste Group Bank AG and SSIF Swiss Capital SA acted as Joint Global Coordinators and Joint Bookrunners, and Banca Comercială Română and SA Auerbach Grayson and Company LLC acted as Joint Bookrunners for the transaction.
After the settlement, the Fund's remaining participation in OMV Petrom is of 1,688,548,078 shares, representing 2.98% of OMV Petrom's share capital.
CN Aeroporturi Bucuresti called through the convening notice published in the Official Gazette of Romania Part IV no. 3873/20.09.2021 a General Shareholders Meeting that took place on 25 October 2021, for the approval of a share capital increase with the land inside the Baneasa airport, brought as Romanian state's contribution in kind to the company's capital. The proposed value for the share capital increase was initially RON 3,814,809,171. This is the third time the process to increase the share capital is initiated since 2001, when Baneasa Airport received the land ownership certificates.
On 26 October 2021 (the second calling for the shareholders' meeting) the share capital increase was approved with only the Romanian State voting in favour, as follows:
Fondul Proprietatea expressed its opinion strongly disputing the fundamentally flawed land valuation report, as the land valuation report carried out in 2021 attributes a very high value to the land, despite a previously approved valuation report from 2017, which had set the value of the same land at RON 269 million.
Fondul Proprietatea started court cases for the annulment of the shareholders' resolution, and for the suspension of the entire process until the claim for annulment case is irrevocably closed, to protect the interest of the Fund and its shareholders.
Following the hearing that took place on 13 January 2022, the Bucharest Court of Appeal admitted the request of suspension filed by the Fund and ordered the suspension of the effects of the increase until the claim for the annulment of the CNAB EGSM is irrevocably settled.
Regarding the Fund's request for intervention, following the hearing on 11 February 2022, the Court approved the suspension of this file until the claim for annulment is irrevocably settled.
This is likely to increase the duration of the legal proceedings by more than 1 year and, as such, the capital increase will not take place (under Romanian Law, the term for finalizing such a capital increase is of one year starting with the publication of the GSM decision in the Official Gazette). Consequently, the Fund Manager assessed the dilution risk not to be significant and no adjustment was booked in the valuation for this risk.
In addition, the claim for annulment is not expected to be irrevocable settled during 2022. The first hearing for the annulment case was held on 10 March 2022, but it was postponed to 8 September 2022.
On 22 October 2021 during the GSM of CE Oltenia, shareholders approved the partial coverage of the accumulated accounting losses registered by CE Oltenia as of 31 December 2020, proportionally by all shareholders of the company. The accounting losses in amount of RON 1 billion will be covered by reducing the share capital from RON 1,270,318,090 to RON 270,318,090, respectively from 127,031,809 shares to 27,031,809 shares, with a nominal value of RON 10.00 each. The share capital decrease operation is effective starting with 19 January 2022, the registration with the Romanian Trade Register. Following the share capital decrease operation, the Fund maintains its 21.559% stake holding, but the number of shares decreased from 27,031,809 shares to 5,828,033 shares, with a total nominal value of RON 58,280,330.
On 25 November 2021 during the GSM of CE Oltenia, the majority shareholder voted for the approval to start the operation to increase the share capital of the company with the value of the lands for which property rights certificates were obtained and to request the Trade Register Office for the appointment of one or more experts to evaluate these assets. The plots of land subject to the share capital increase will be used by the company to develop the new investments according to the commitments assumed through the Restructuring Plan.
In January 2022, The European Commission approved Romania's plan to grant CE Oltenia a restructuring aid for up to EUR 2.66 billion (RON 13.15 billion). The measure will enable the company to finance its Restructuring Plan and restore its long-term viability.
The implementation of the Restructuring Plan will lead to the need to operate capital increases, both in cash as well as with the value of lands that will be used by CE Oltenia to develop the new investments alongside coinvestors (photovoltaic power plants and gas fired power plants). The implementation of the Restructuring Plan will also lead to a symmetrical spin-off of Craiova II Power Plant Branch from CE Oltenia (the initiation of the process was approved by shareholders during the 26 August 2021 GSM). The carve-out project uses as cut-off date the financial statements of CE Oltenia as of 31 December 2021 and implies a symmetrical spin-off by way of transferring the assets and liabilities related to Craiova II Power Plant Branch to a newly established company which shall mirror percentage wise the current shareholding structure of CE Oltenia and will have a share capital of RON 23,829,130 (FP's stake of 21.559%, respectively 513,754 shares). As a result of the spin-off, FP's number of shares in CE Oltenia will be decreased with its corresponding shares in Craiova II, respectively from 5,828,033 to 5,314,279 shares, however maintaining its 21.559% stake holding. Shareholders approved the spin-off process and related actions in the GSM as of 18 August.
Considering its current investment strategy, Fondul Proprietatea does not intend to participate in these capital increases.
Presumably, as a result of the capital increases, the participation of Fondul Proprietatea in CE Oltenia will be diluted at around 5% according to Fondul's current estimates.
In order to carry out the share capital increase with the value of the lands that will be contributed by CE Oltenia in the new investments, a change in the current legislation would be needed so that the evaluations of all the lands with which the capital increase would be carried out can be realized at fair value.
On 9 February 2022, during the CN Administratia Porturilor Maritime's GSM, the majority shareholder approved the increase of the share capital from RON 132,906,430 to RON 323,311,340, respectively with the amount of RON 190,404,910, through incorporation of part of reserves. The Fund maintained its stake holding, as new shares issued were distributed proportionally to existing shareholders. As at the date of issuing this report, the Fund held 6,466,226 shares, representing 20% of the company's share capital. However, the Fund decided to challenge in Court the validity of the GSM which approved the share capital increase, and the case is ongoing.
On 31 March 2022, the general shareholders meeting of Hidroelectrica S.A. approved the initiation of the listing of the company's shares on the BVB following a public offering of the company's shares held by the Fund.
The approval is a positive development as it allows the Fund to explore, together with the deal advisors, a wider array of options with regards to a potential realization of all or part of its holding in the company.
Hidroelectrica will use in the IPO process, the legal advisor Dentons Europe – Zizzi – Caradja & Associates and the equity advisor STJ Advisors it has already selected in connection with the initial listing plan.
Fondul Proprietatea appointed Rothschild & Co as its Equity advisor and Filip & Company and Linklaters LLP as legal advisers for the transaction. .
The next steps will be the appointment by Fondul Proprietatea of the syndicate banks (selection is currently ongoing). Regarding the timing of the transaction, the Fund aims to finalize the IPO as soon as possible targeting the end of November 2022 as the first window of opportunity and, if not possible, the end of Q1 2023. The Romanian State committed in PNRR to the listing of Hidroelectrica by the end of H1 2023.
On 5 July 2021, the general shareholders meeting of Salrom approved in principle the listing of the company on the BVB, through a public offering of the company's shares held by the Fund.
Based on a competitive selection process, Fondul Proprietatea has appointed the Investment Bank (BRD – Groupe Société Générale) and the legal advisor (Dentons Europe – Zizzi – Caradja & Associates) that will be involved in preparing the Prospectus and the listing of Salrom on BVB. .
The approval is a positive development as it allows the Fund to explore its options with regards to a potential realization of all or part of its holding in the company.
On 27 July 2022, the Government approved a Memorandum supporting the listing of Salrom by a public offering of the company's shares held by the Fund, which is a key milestone in the listing process of the company.
The next steps will be the appointment of additional consultants (auditor, counsel of Salrom, mineral resources advisor) as well as due diligence / prospectus drafting expected throughout 2022 and first part of 2023. Regarding the timing, the Fund aims to finalize the IPO by H1 2023.
During the 27 April 2022 EGM, the company's shareholders approved the initiation of the share capital increase of OMV Petrom by in kind contribution of the Romania State, as a result of obtaining a number of 1,944 land ownership certificates. Darian DRS SA was approved as independent expert valuator to evaluate the land plots for the in-kind contribution.
Fondul will continue to monitor the share capital increase process as it progresses and will decide to participate or not by taking into consideration the best interest of our shareholders.
Starting with the second semester of 2021, the companies are struggling with a crisis situation that hit the entire energy sector following the increase of the electricity prices, as well as due to the enactment of legislative changes which introduce a governmental scheme to support the electricity and natural gas for final consumers until 31 March 2023. In December 2021 and March 2022, the board of directors of the 2 companies approved to contract from banks a bridge-financing program amounting to EUR 235 million for Enel Energie and EUR 255 million. for Enel Energie Muntenia, respectively, to cover the financing needs. In August 2022, given that the financing needs have increased and the banks with whom the companies already concluded financial agreements could not positively respond in a timely manner, management identified a solution to be urgently implemented, namely a shareholder loan from the financing arm of Enel Group – Enel Finance International N.V. amounting to EUR 250 million for Enel Energie and EUR 125 million for Enel Energie Muntenia.
During the 21 June 2022 EGSM, the company's shareholders approved a capital decrease of 1,542,083 shares from 7,542,083 shares to 6,000,000 shares in order to partially cover the company's accumulated accounting losses of 75,420,830 Lei (amount at the date of the shareholder's meeting). As such, the cumulated losses will decrease by 15,420,830 RON. At the time of the publication of this report, the process is ongoing.
Government issued EGO no. 108/2022 related to the decarbonisation of the energy market, which entered into force on 1 July 2022. The legislation foresees gradual shutdown of the lignite and coal power plants by 2030, while allowing for temporary closure postponement in case of an energy crisis.
Law no. 206/2022 for approving the Government Emergency Ordinance no. 27/2022 on measures applicable to end customers in the electricity and natural gas market during the period 1 April 2022 - 31 March 2023, as well as for amending and supplementing certain regulatory acts in the field of energy was published in the Official Gazette and entered into force on 14 July 2022. The new legislation provides further clarifications of deadlines and requirements for energy market participants.
EGO no. 27/18.03.2022 extends the timeline for the windfall tax (80% of the monthly additional revenues) until 31 March 2023. The monthly additional revenues are determined based on the average realized price above RON 450 / MWh multiplied by the volume of electricity sold. In the computation of the average price, certain expenses are subtracted from revenues (e.g., costs with electricity purchased in the market, costs with carbon allowances, grid access costs, financing costs).
The updated windfall tax methodology applies retroactively on the windfall tax due to be paid under Law 259 / 2021's provisions. Also, under the initial form of EGO no 27/ 18.03.2022 electricity delivered to grid operator and power distributors with the aim of covering grid losses was excluded from the windfall tax. However, this exemption was eliminated following the enactment of Government Emergency Ordinance no. 112/2022 which entered into force on 18 July 2022.
End consumer energy prices are capped until 31 March 2023, as follows:
| Electricity supply | Invoice price (VAT included) |
|---|---|
| Households (consumption less 100KWh per month) | 0.68 RON / KWh |
| Households (consumption less then 300KWh/ month) | 0.8 RON / KWh |
| Non–households (excluding energy intensive users) | 1.0 RON / KWh |
| Gas supply | Invoice price (VAT included) |
|---|---|
| Households | 0.31 RON / KWh |
| Non - households (consumption of 50 GWh/annum or heating producers) |
0.37 RON / KWh |
Supply component is capped at RON 73 / MWh for power and RON 12 / MWh for natural gas respectively, with the component 10% higher for suppliers of last resort.
According to the Ordinance, suppliers would be reimbursed from the State's Budget and settlement of the subsidies paid by the State for the cold season will begin after 31 March 2022.
Also, Law no. 206/2022 for approving the Government Emergency Ordinance no. 27/2022 and subsequently Government Emergency Ordinance no. 112/2022 introduced certain subsequent adjustments in the implementation of price caps at the level of end-consumers.
Natural gas producers are required to sell gas to suppliers to cover household consumption, at RON 150 / MWh, and at RON 250 / MWh to cover consumption of heating producers until 31 March 2023. Natural gas producers are exempted from the payment of the windfall tax. Additionally, the reference price for royalties mentioned in the ordinance applies for quantities covering household consumption.
Natural gas producers are required to provide natural gas at demand to the transport operator (Transgaz) / natural gas distribution operators within 5 days (in full or partially).
Grid losses generated by the increase of power prices above the previous threshold set by the National Authority for Energy Regulations (ANRE) in 2021 will be corrected through the new distribution tariffs, according to the methodology.
The additional costs with grid losses recorded until 31 March 2023 will be recovered through tariffs over a period of up to 5 years.
Additional financial costs generated with the loans contracted to finance the purchase of electricity / gas for grid losses will be capitalized for a period of up to 5 years and recognized in the regulated tariffs at a new regulated rate of return (RRR) equal to 50% of RRR established for the 4th regulatory period.
EGO no. 42/2022 for amending and supplementing the Government Emergency Ordinance no. 27/2022 on measures applicable to end customers in the electricity and natural gas market during the period 1 April 2022 - 31 March 2023, as well as for amending and supplementing certain regulatory acts in the field of energy was published in the Official Gazette and entered into force on 11 April 2022. The new legislation provides further clarifications of deadlines and requirements for energy market participants and also adds new model annexes to the settlement procedure provided by the applicable legal provisions.
According to the ANRE orders, the specific electricity distribution tariffs for the companies in the Fund's portfolio operating in power distribution sector, applicable starting with 1 April 2022, compared to those applicable starting 1 January 2022 and 1 January 2021, are the following:
| Company | Voltage level | Tariffs applicable starting 1 Jan 2021 (RON/MWh) |
Tariffs applicable Tariffs applicable starting 1 Jan starting 1 April 2022 2022 (RON/MWh) (RON/MWh) |
change (%) | ||
|---|---|---|---|---|---|---|
| (1) | (2) (3) |
(2)/(1)-1 | (3)/(2)-1 | |||
| High Voltage | 15.51 | 15.98 | 17.90 | 3.03% | 12.02% | |
| E-Distributie Banat |
Medium Voltage | 38.27 | 43.05 | 51.01 | 18.49% | |
| Low Voltage | 107.81 | 117.71 | 147.89 | 9.18% | 25.64% | |
| High Voltage | 20.17 | 21.00 | 26.36 | 4.12% | 25.52% | |
| E-Distributie Dobrogea |
Medium Voltage | 42.80 | 48.01 | 59.71 | 12.17% | 24.37% |
| Low Voltage | 135.17 | 141.99 | 173.28 | 5.05% | 22.04% | |
| High Voltage | 10.41 | 11.37 | 12.56 | 9.22% | 10.47% | |
| E-Distributie Muntenia |
Medium Voltage | 34.55 | 39.43 | 45.71 | 14.12% | 15.93% |
| Low Voltage | 112.22 | 119.07 | 143.96 | 6.10% | 20.90% |
Source: ANRE Orders no. 217/09.12.2020, 218/09.12.2020, 219/09.12.2020, 121/25.11.2021, 122/25.11.2021, 123/25.11.2021, 30/23.03.2022, 31/23.03.2022 and 32/23.03.2022
The gas distribution tariffs for one company in Fondul Proprietatea's portfolio (Engie subsidiary, operating in the gas distribution sector) were approved by ANRE in March 2022, as follows:
| Company | Annual consumption (MWh) | Tariffs applicable starting 1 Jul 2021 (RON/MWh) |
Tariffs applicable starting 1 April 2022 (RON/MWh) |
change (%) |
|---|---|---|---|---|
| (1) | (2) | (2)/(1)-1 | ||
| between 0-280 | 30.13 | 32.32 | 7.3% | |
| between 280-2,800 | 28.38 | 30.44 | 7.3% | |
| between 2,800-28,000 | 27.05 | 29.02 | 7.3% | |
| Distrigaz Sud Retelele | between 28,000-280,000 | 20.87 | 22.39 | 7.3% |
| higher than 280,000 | 10.53 | 11.30 | 7.3% | |
| clients benefitting from proximity distribution tariff |
5.00 | 5.36 | 7.2% |
Source: ANRE Orders no. 44/15.06.2021, no. 39/29.03.2022
According to ANRE's Order no. 1/ 20 January 2021 and Order no. 3/ 20 January 2021, effective starting with 1 February 2021, the regulator allows, until the 4th regulatory period ends (2019 - 2023), for electricity and gas distribution companies the following:
As per currently available information from the grid operator, national electricity consumption decreased by 6% in Q2 2022 compared to the same quarter of 2021, while national production decreased by 10%. Romania was a net power importer in Q2 2022, compared to a net power exporter in Q2 2021.
As per OMV Petrom's estimates, national gas consumption decreased by approximately 19% compared to Q2 2021, as some end user's consumption was impacted by high energy prices. In addition, the decrease is also due to the higher base effect, with consumption in Q2 2021 at unusually high level due to cold weather. On the Romanian centralized markets, the weighted average price of natural gas for transactions with medium and long-term standardized products concluded in Q2 2022 irrespective of delivery period (5.2 TWh) was RON 471/MWh (Q2 2021: RON 120/MWh). The average price for the quantities delivered during the quarter was RON 406/MWh (Q2 2021: RON 80/MWh). Regarding short-term deliveries, on BRM day-ahead market, the average price in Q2 2022 was RON 506/MWh (Q2 2021: RON 116/MWh).
Source: Bloomberg
| January – June 2022 | January – June 2021 | % change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | Production | Import | Total | Production | Import | Total | Production | Import | ||
| Net coal | 1,740.5 | 1,459.0 | 281.5 | 1,675.2 | 1,444.9 | 230.3 | 3.9% | 1.0% | 22.2% | |
| Crude oil | 5,415.2 | 1,464.6 | 3,950.6 | 5,461.9 | 1,561.7 | 3,900.2 | -0.9% | -6.2% | 1.3% | |
| Usable natural gas | 4,569.5 | 3,502.2 | 1,067.3 | 4,994.0 | 3,706.0 | 1,288.0 | -8.5% | -5.5% | -17.1% | |
| Hidro. nuclear. and import energy | 2,693.4 | 2,362.7 | 330.7 | 2,869.3 | 2,575.0 | 294.3 | -6.1% | -8.2% | 12.4% | |
| Import oil products | 1,578.1 | 0.0 | 1,578.1 | 1,346.2 | 0.0 | 1,346.2 17.2% | 0.0% | 17.2% | ||
| Others | 286.9 | 0.0 | 286.9 | 271.1 | 0.0 | 271.1 | 5.8% | 0.0% | 5.8% | |
| Total resources | 16,283.6 | 8,788.5 | 7,495.1 16,617.7 | 9,287.6 | 7,330.1 | -2.0% | -5.4% | 2.3% |
Source: National Institute of Statistics webpage
| No | Name | Fund's stake (%) | Value as at 30 June 20221 (RON million) |
% of NAV as at 30 June 20221 |
|---|---|---|---|---|
| 1 | Hidroelectrica SA | 19.94% | 12,559.8 | 76.9% |
| 2 | OMV Petrom SA | 2.98% | 823.2 | 5.0% |
| 3 | CN Aeroporturi Bucuresti SA | 20.00% | 695.6 | 4.3% |
| 4 | Engie Romania SA | 12.00% | 440.3 | 2.7% |
| 5 | CN Administratia Porturilor Maritime SA | 20.00% | 298.9 | 1.8% |
| 6 | Societatea Nationala a Sarii SA | 49.00% | 253.4 | 1.6% |
| 7 | E-Distributie Banat SA | 24.13% | 175.2 | 1.1% |
| 8 | E-Distributie Muntenia SA | 12.00% | 162.5 | 1.0% |
| 9 | E-Distributie Dobrogea SA | 24.09% | 140.3 | 0.9% |
| 10 | Alro SA | 10.21% | 102.0 | 0.6% |
| Top 10 equity holdings | 15,651.2 | 95.9% | ||
| Total equity holdings | 15,873.0 | 97.2% | ||
| Net cash and receivables | 454.3 | 2.8% | ||
| Total NAV | 16,327.3 | 100.0% |
Source: Fondul Proprietatea, based on NAV reports submitted to FSA 1Rounded to one decimal
| % | H1 | H1 | % | |||
|---|---|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 | ||
| Revenues | 3,850.4 | 6,501.3 | 68.8% | 3,206.0 | 4,734.0 | 47.7% |
| Operating profit | 1,673.4 | 3,478.0 | 107.8% | 2,108.7 | 3,153.6 | 49.5% |
| EBITDA | 2,711.0 | 4,669.0 | 72.2% | 2,442.3 | 3,455.5 | 41.5% |
| Net profit | 1,451.6 | 3,019.5 | 108.0% | 1,687.4 | 2,637.8 | 56.3% |
| Dividends* | 1,286.4 | 2,830.9 | - | - |
Source: Individual IFRS financial statements
*Do not include the special dividends declared by the company
For the financial year ending 31 December 2021, on a consolidated basis, the company registered total revenues of RON 6,489.3 million, up 68.9% y.o.y. and a net profit of RON 3,085.6 million, up 113.8% y.o.y.
Over the six-month period ending 30 June 2022, Hidroelectrica SA paid a windfall tax of RON 351.0 million and registered a cost with turbinated water of RON 243.3 million down 24.9% y.o.y driven by lower electricity production volume. At the end of June 2022, the company's cash and equivalents position stood at RON 3.35 billion.
| 2020 | 2021 | % | H1 2021 |
H1 2022 |
% | |
|---|---|---|---|---|---|---|
| Total electricity sold (TWh) | 15.96 | 17.11 | 7.2% | 10.48 | 7.48 | -28.7% |
| Electricity sold out of own production (TWh) | 14.58 | 16.51 | 13.2% | 10.11 | 7.18 | -29.1% |
| Average realized electricity selling price (RON / MWh) | 214.3 | 339.2 | 58.6% | 283.4 | 577.7 | 103.8% |
Source: Information provided by the Management of the Company
On 31 March 2022 shareholders approved the initiation of the listing of the Company's shares on the Bucharest Stock Exchange following a secondary public offering of the company's shares held by the Fund.
During April 2022 GSMs, shareholders approved:
Following a court case initiated by one natural person in 2020, the Bucharest Court annulled, in April 2022, the recruitment procedure and the selection process that was carried out by the company over 10 April 2019 – 4 June 2019 period, for the selection of the 5 members of the Directorate of Hidroelectrica. According to the decision, the company is obliged to issue a new decision for a new recruitment process. The decision is not final and can be appealed by the company, which the company publicly announced it would do.
According to management, Hidroelectrica is aiming to publish by end of year 2022 its first separate Sustainability Report prepared in accordance with Global Reporting Initiative (GRI) Standards. Also, in line with best practices, the company is also in the process of reviewing its sustainability strategy and objectives in its focus areas, in the context of its over-all business and development strategy. Up until now, Hidroelectrica has been publishing its non-financial statement, in line with the requirements of the EU Directive 2014/95/UE and the Romanian Ministry of Finance Order no. 1938/ 2016 and 2844/ 2016. The latest non -financial statements have been published by Hidroelectrica in June 2022 for the year 2021.
| RON million | 2020 | 2021 | H1 2021 |
H1 2022 |
Budget 2021 |
Budget 2022 |
|---|---|---|---|---|---|---|
| Sales | 19,717.0 | 26,011.1 10,213.1 | 25,689.8 15,875.0 21,301.0 | |||
| Operating profit | 1,467.1 | 3,708.9 | 1,237.5 | 5,717.5 | 2,133.0 | 3,444.0 |
| Net profit | 1,291.0 | 2,864.4 | 979.6 | 4,646.2 | 1,824.0 | 2,841.0 |
| Dividends* | 1,756.0 | 1,932.0 | - | - | - | - |
Source: Consolidated IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
*Based on separate IFRS financial statements (2020 includes special dividends)
Consolidated sales revenues increased by 45% y.o.y. in Q1 2022, mainly supported by higher commodity prices and higher sales volumes of petroleum products and electricity. The Clean CCS Operating Result of RON 2,241 million in Q1 2022 was significantly higher than RON 653 million in Q1 2021, due to much higher contribution of all business segments mainly following the increase in prices in Exploration and Production segment, strong margins on gas from storage and third-party transaction in the Gas and Power segment and significantly higher refining margins in the Refining and Marketing segment.
Profitability continued to improve in Q2 2022, reaching a net profit of RON 3 billion, as market prices favored all business segments. Consolidated sales revenues increased by 160% y.o.y., mainly supported by higher commodity prices and higher sales volumes of petroleum products and electricity. Significantly higher refining margins in the Refining and Marketing segment as well as strong margins on gas from third party transactions and higher power margin in the Gas and Power segment supported a Clean CCS Operating Result of RON 3,660 million, which quadrupled y.o.y. Special items comprised net charges of RON 450 million largely consisting of net temporary losses from power forward contracts in the Gas and Power segment.
During the April 2022 GSM, the shareholders approved:
In June, the Executive Board approved the share capital increase with an in-kind contribution from the State valued at RON 120,6 million, in line with the initial guidance from April. The subscription period is expected in September-October. Board also proposed a special dividend of RON 0,045 per share.
During the July GSM, shareholders approved special dividend of RON 0,045 per share, for which the payments will begin in early September.
OMV Petrom publishes yearly sustainability reports since 2011. It has also published its long-term strategy in December 2021, with the goal of achieving net-zero carbon emissions in 2050 (see annual report regarding sustainability: https://www.omvpetrom.com/ro/sustenabilitate/rapoarte-de-sustenabilitate).
The 2022 budget of the company was prepared based on the following main assumptions:
Management published a revised FY 2022 guidance for oil prices above 100 USD/bbl (from USD 95/bbl in April). Refining margins are expected to be above USD 15/bbl, significantly higher than USD 5.5/bbl in 2021. Capex expectations for this year were maintained at RON 4.0 billion. Decline in production is seen at 7% y.o.y., in line with previous guidance. Retail demand for oil products is expected to be broadly flat; market demand for gas and power is expected to be lower than in 2021.
| H1 | H1 | Budget | Budget | |||
|---|---|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 | 2021 | 2022 |
| Operating revenue | 405.6 | 578.0 | 181.5 | 444.1 | 538.6 | 750.1 |
| Operating profit / (loss) | (175.3) | 40.8 | (52.4) | 160.0 | 1.7 | 59.3 |
| Net profit / (loss) | (146.4) | 34.0 | (53.6) | 137.6 | 0.2 | 56.5 |
| Dividends | - | - | - | - | - | - |
Source: Individual IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
Financial Year 2021 traffic was 6.9 million passengers, in line with the approved budget, and down by 53% vs pre-Covid levels. Management expects traffic to go up by 40% y.o.y in 2022, to 9.7 million passengers, and thus envisages a net profit of RON 56.5 million.
In the first 6 months period of 2022 the financial results improved significantly on the back of traffic recovery. Net profit reached RON 137.6 million, compared to a significant net loss in H1 2021.Number of passengers transiting the terminals reached 5.44 million, 2.8x higher y.o.y., and 21% below pre-Covid levels.
In July the Board appointed a new interim General Manager, Mr Sorin Radu Paun.
CN Aeroporturi Bucuresti SA does not publish sustainability reports.
| RON million | 2020 | 2021 | % | Budget 2021 |
Budget 2022 |
|---|---|---|---|---|---|
| Turnover | 6,228.9 | 6,683.5 | 7% | 6,116.8 | 10,268.8 |
| Operating profit | 557.4 | 85.9 | -85% | 351.8 | (150.6) |
| Net profit | 492.8 | 69.9 | -86% | 315.9 | (127.8) |
| Dividends* | 149.5 | - | - | - |
Source: Consolidated IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders, on a consolidated basis *Dividends are based on the separate financial statements
In May 2022 the shareholders approved the audited financial statements for financial year 2021 and the company's budget for 2022.
In March 2022 Ministry of Energy replaced one of its appointed board members. Mrs. Postica Diana was replaced by Mr. Ionut Stelian Micu for the remaining period of the mandate, respectively until 31 May 2025.
In May 2022, 3 new board members were appointed for the remaining period of the existing mandates, respectively until 31 May 2025, as follows: Mr. Constantin Stefan at the proposal of the Ministry of Energy, Mr. Vincent Philippe at the proposal of ENGIE and Ms. Simona Ochian at the proposal of Fondul Proprietatea.
The gas distribution tariffs for Engie's subsidiary, operating in the gas distribution sector were increased by ANRE on average by 7.3% compared to the level previously set by the energy authority.
Engie Romania SA published its first sustainability report on July 2021, in accordance with Global Reporting Initiative, while Engie Group reports frequently on ESG issues and has a sustainability plan at parent company level (see annual report regarding sustainability: https://www.engieimpact.com/our-sustainability-strategy).
| H1 | H1 | Budget | Budget | |||
|---|---|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 | 2021 | 2022 |
| Operating revenue | 398.8 | 418.9 | 215.6 | 250.2 | 411.8 | 489.2 |
| Operating profit | 145.9 | 140.6 | 108.4 | 106.8 | 77.7 | 84.2 |
| Net profit | 130.3 | 130.5 | 100.9 | 97.8 | 78.3 | 88.2 |
| Dividends | 33.5 | 31.9 | - | - | 21.2 | 23.8 |
*Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders
In 2021 the traffic reached an all-time high of 67,5 million tons of merchandise.
H1 2022 results evince a rather flattish performance, as an almost symmetrical increase in revenues and costs. The increase in costs is mainly due to higher utilities costs, which are mostly passed through to the operators. Total traffic increased by 17% y.o.y. to 37.5 million tons, on the back higher volumes of crude oil, petroleum products, cereals, and iron-ore. Almost half of the incremental increase in volumes of 5.4 million tons was linked to Ukraine. However, increased revenues from services rendered to ships were eroded by a decline in rental revenues, due to the expiration of a beneficial clause for one of the largest clients.
In May GSM, the shareholders approved the management proposal of a total dividend of RON 33.3 million, out of which RON 6.6 million was paid to Fondul.
CN Administratia Porturilor Maritime SA does not publish sustainability reports.
As the war in Ukraine broke out in late February, naval shipments to the neighbouring country were practically blocked. According to the management of Constanta Port, volumes from Ukraine increased from 0.15 million tons in H1 2021 to 2.5 million tons in H1 2022.
| H1 | H1 | Budget | Budget | |||
|---|---|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 | 2021 | 2022 |
| Operating revenue | 300.2 | 374.5 | 161.2 | 195.4 | 345.1 | 425.8 |
| Operating profit | 15.8 | 70.1 | 26.0 | 41.7 | 27.4 | 74.2 |
| Net profit | 11.5 | 60.2 | 22.3 | 35.9 | 24.8 | 66.2 |
| Dividends | 11.5 | 59.9 | - | - | - | - |
Source: IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
In April 2022 the shareholders approved the company's 2022 Budget.
In May 2022 the shareholders approved the company's audited financial statements for financial year 2021.
In January 2022 the majority shareholder replaced 3 Board members appointing Mr. Constantin Dan Dobrea, Mr. Cristi Sandu and Mr. Nicolae Cimpeanu as temporary board members. Fondul Proprietatea proposed and appointed Ms. Simona Ochian and Mr. Valeriu Ionita. The mandates entered into force on 2 February 2022 for a period of 4 months.
In February 2022, Mr. Constantin Dan Dobrea replaced Mr. Emil Militaru as interim General Manager, while retaining his interim Board mandate.
In March 2022, the shareholders approved the launch of the selection process for Board Members, based on GEO no. 109/2011.
In June 2022, the temporary Board of Directors members' mandates were extended by additional 2 months, while in July 2022 the mandates were extended by an additional 4-month period. The mandates entered into force on 4 August 2022.
On 5 July 2021, the general shareholders meeting of Salrom approved in principle the listing of the companyon the BVB by a public offering of the company's shares held by the Fund.
Based on a competitive selection process, the Fund selected BRD – Groupe Société Générale as Investment Bank to coordinate the transaction.
The approval is a positive development as it allows the Fund to explore its options with regards to a potential realization of all or part of its holding in the company.
On 27 July 2022, the Government approved a Memorandum supporting the listing of Salrom by a public offering of the company's shares held by the Fund, which is a key milestone in the listing process of the company.
Societatea Nationala a Sarii reports on environmental and social responsibility issues in its non-financial annual report, in accordance with GRI Standards. Source: https://www.salrom.ro/doc/public/Raport%20nonfinanciar%20SNS%202020-gdpr.pdf.
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 |
| Operating revenue | 556.8 | 593.5 | 546.5 | 893.0 |
| Operating profit before depreciation and amortization (EBITDA) | 151.7 | 58.2 | 163.4 | 107.0 |
| Net profit / (Loss) | 38.6 | (33.3) | 36.0 | (13.0) |
| Dividends | 77.3* | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, provisions, impairment of tangible assets and subsidies, except the budget figures
**As per 12 May 2021 GSM resolution, out of which RON 62 million represents special dividends.
Enel S.p.A. published H1 2022 financial results for the global group on 28 July, reporting for the infrastructure and networks' segment (distribution) in Romania an EBITDA of EUR -51 million from EUR 51 million registered in the same period of 2021. For the retail segment (supply), EBITDA decreased from EUR 43 million in H1 2021 to EUR -115 million in H1 2022. During the first half of 2022, the quantity of electricity distributed by Enel's subsidiaries was flat at 7.8 TWh, reaching 3.1 million end users in Romania, up by 3.3% compared to H1 2021 level.
In November 2021, ANRE published the regulated tariffs applicable starting with 1 January 2022. On average, the tariffs were increased by 7.9% (for more details please see section Energy Sector Updates).
In March 2022, ANRE published the regulated tariffs applicable starting with 1 April 2022. On average, the tariffs were increased by 21.7% (for more details on tariffs please see section Energy Sector Updates).
Enel's subsidiaries in Romania publish sustainability reports since 2019, while Enel Spa reports frequently on ESG issues and has a sustainability plan at parent company level (see annual report regarding sustainability: https://www.enel.com/investors/sustainability).
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 |
| Operating revenue | 968.2 | 1,038.7 | 939.4 | 1,463.0 |
| Operating profit before depreciation and amortization (EBITDA) | 250.9 | 168.1 | 328.7 | 264.0 |
| Net profit | 111.8 | 55.8 | 115.9 | 48.0 |
| Dividends | 167.7* | - | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, provisions, impairment of tangible assets and subsidies, except the budget figures
* As per 12 May 2021 GSM resolution, out of which RON 71.7 million represents special dividends.
Enel S.p.A. published H1 2022 financial results for the global group on July 28, reporting for the infrastructure and networks' segment (distribution) in Romania an EBITDA of EUR -51 million from EUR 51 million registered in the same period of 2021. For the retail segment (supply), EBITDA decreased from EUR 43 million in H1 2021 to EUR -115 million in H1 2022. During the first half of 2022, the quantity of electricity distributed by Enel's subsidiaries was flat at 7.8 TWh, reaching 3.1 million end users in Romania, up by 3.3% compared to H1 2021 level.
In November 2021, ANRE published the regulated tariffs applicable starting with 1 January 2022. On average, the tariffs were increased by 7.9% (for more details on tariffs please see section Energy Sector Updates).
In March 2022, ANRE published the regulated tariffs applicable starting with 1 April 2022. On average, the tariffs were increased by 21.7% (for more details on tariffs please see section Energy Sector Updates).
In July 2022, Mr. Laurentiu Cazacu resigned from the position of board member and shareholders appointed Mrs. Andreea Apostu as a new board member, based on SAPE's recommendation.
Enel's subsidiaries in Romania publish sustainability reports since 2019, while Enel Spa reports frequently on ESG issues and has a sustainability plan at parent company level (see annual report regarding sustainability: https://www.enel.com/investors/sustainability).
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2022 |
| Operating revenue | 530.1 | 554.8 | 525.8 | 846.0 |
| Operating profit before depreciation and amortization (EBITDA) | 166.2 | 86.9 | 183.1 | 119.0 |
| Net profit | 53.7 | 11.5 | 58.4 | 15.0 |
| Dividends | - | - | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, provisions, impairment of tangible assets and subsidiess, except the budget figures
Enel S.p.A. published H1 2022 financial results for the global group on July 28, reporting for the infrastructure and networks' segment (distribution) in Romania an EBITDA of EUR -51 million from EUR 51 million registered in the same period of 2021. For the retail segment (supply), EBITDA decreased from EUR 43 million in H1 2021 to EUR -115 million in H1 2022. During the first half of 2022, the quantity of electricity distributed by Enel's
subsidiaries was flat at 7.8 TWh, reaching 3.1 million end users in Romania, up by 3.3% compared to H1 2021 level.
In November 2021, ANRE published the regulated tariffs applicable starting with 1 January 2022. On average, the tariffs were increased by 7.9% (for more details on tariffs please see section Energy Sector Updates).
In March 2022, ANRE published the regulated tariffs applicable starting with April 2022. On average, the tariffs were increased by 21.7% (for more details on tariffs please see section Energy Sector Updates).
In May 2022, Mr. Popescu Alexandru's mandate as board member expired and shareholders voted him for a new mandate. Mrs. Valerica Draniceanu's mandate as board member expired and Mr. Ion Gabriel Grozavu was appointed by shareholders as a new board member. Both appointments were based on SAPE's recommendation.
Enel's subsidiaries in Romania publish sustainability reports since 2019, while Enel Spa reports frequently on ESG issues and has a sustainability plan at parent company level (see annual report regarding sustainability https://www.alro.ro/en/sustainability-reports).
| RON million | H1 2021 |
H1 2022 |
% | 2020 | 2021 | % | Budget 2021* |
Budget 2021** |
|---|---|---|---|---|---|---|---|---|
| Operating revenue | 1,537.9 | 2,136.3 | 38.9% | 2,514.7 | 3,499.9 | 39.2% 2,766.7 | 4,046.3 | |
| Operating profit | 63.4 | 147.2 | 132.2% | 399.5 | 228.1 | -42.9% | 357.8 | 152.7 |
| Net profit/ (loss) | -47.6 | 15.3 -132.1% | 334.8 | 26.3 | -92.1% | 287.1 | 22.5 | |
| Dividends | - | - | - |
Source: Interim and consolidated IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
* GSM resolution from 29 April 2021, values computed using the NBR USD/RON FX rate as at 31 December 2021
** GSM resolution from 28 April 2022, values computed using the NBR USD/RON FX rate as at 31 March 2022
Based on 2021 consolidated financial results the increase in operating revenues was especially supported by 45.2% y.o.y. surge in LME aluminium average price at USD 2,477.0 per tonne.
For Q1 2022 the increase in Alro reported operating revenues was mainly supported by 56.5% y.o.y. surge in LME aluminum average price at USD 3,280.0 per tonne.
Alro adopted corporate governance rules as part of its ongoing efforts to fully comply with local recommendations since 2007 and abides to Bucharest Stock Exchange Corporate Governance Code since August 2016. Alro reports annually on ESG issues through its sustainability reports and has a 5-year sustainability strategy.
| RON million | 30 Jun 2022 | 31 Mar 2022 | 31 Dec 2021 |
|---|---|---|---|
| Current accounts* | 137.6 | 87.7 | 68.2 |
| Bank deposits | 121.1 | 636.2 | 347.4 |
| Treasury bills and government bonds | 178.5 | 321.7 | 77.1 |
| Dividend receivables | 229.8 | - | - |
| Total liabilities | (217.7) | (115.6) | (448.4) |
| Liquid assets less liabilities | 449.3 | 930.0 | 44.3 |
| Net Assets Value | 16,327.3 | 14,535.9 | 13,244.6 |
| % Liquid assets less liabilities in NAV | 2.80% | 6.40% | 0.30% |
*Current accounts include also the cash blocked for distributions to shareholders
The table above shows the change in the net liquid assets of the Fund as a percentage of the NAV.
The total liabilities position as at 31 December 2021 is higher due to the recording of the February 2022 dividend payable amount following the shareholders' approval in the 15 December 2021 GSM of a RON 0.0600 gross dividend distribution per share from the remaining unallocated 2019 profit.
The bank deposits and treasury bills and government bonds decreased mainly due to the cash outflows related to the payment of 13th Buyback Tender Offer (RON 711.5 million) and the payment of June 2022 dividend distribution (RON 682.4 million) net of the cash inflows from the collection of dividend receivables (RON 626.1 million) and the collection of Buyback Tender Offer guarantee back from the broker (RON 215.3 million).
For more details regarding the liquid asset evolution during the first half of 2022 please see section Financial Statements Analysis.
The Fund elected to use Ongoing Charge Ratio and Total Expense Ratio as alternative performance measures because applying industry standards to the calculation of expense charges creates consistent and comparable data across the sector.
The Ongoing Charge Ratio of the Fund represents the annual percentage impact in shareholder returns of the recurring operational expenses, and it is calculated as the total ongoing charges for the last 12 months divided by the average monthly net asset value of the Fund during the same period.
For the purpose of this calculation, expenses do not include foreign exchange losses, value of equity investments disposed of, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses.
The Fund elected to use this alternative performance measure due to the fact that applying an industry standard approach to the calculation of ongoing charges creates consistent and comparable data across the sector. Although the OCR figure is based on historical information, it provides shareholders with an indication of the likely level of costs that will be incurred in managing the Fund in the future.
The OCR of the Fund as at 30 June 2022 was 1.01% and including transaction related expenses this was 1.07% (30 June 2021: 0.85% and including transaction related expenses this was 0.90%).
The Total Expense Ratio for the first six months of 2022 represents the annualised expenses of the Fund divided by the period average NAV. For the purpose of this calculation, expenses do not include foreign exchange losses, value of equity investments disposed of, impairment adjustments, fair value adjustments, expenses with provisions and income tax expenses.
The TER of the Fund as at 30 June 2022 was 0.74% and including transaction related expenses this was 0.84% (30 June 2021: 0.87% and including transaction related expenses this was 0.87%).
The TER of the Fund is lower compared to the OCR as the 6 months average NAV used in TER calculation is higher than the 12 months average NAV used on OCR calculation.
During the H1 2022, according to the Management Agreements in force the Base fee payable by the Fund to the AIFM was calculated as Base Fee Rate multiplied by the notional amount, multiplied by the number of calendar days during the calculation period, divided by 365. The standard Base Fee Rate was:
Until 31 March 2022, in certain conditions detailed below an additional Base Fee, representing a Performance fee, become payable.
For each day in a calculation period when the share price discount1 to NAV was below or equal to 20%, but above 15%, an additional Base Fee Rate of 5 basis points per year become payable (i.e. the Base Fee Rate becomes 65 basis points per year for the applicable days in the relevant period);
1 The daily discount is calculated in accordance with the IPS, i.e. the discount between the FP shares closing price on the BVB – REGS for each trading day and the latest reported NAV per share at the date of calculation.
For each day in a calculation period when the share price discount1 to NAV was equal to or below 15%, a further additional Base Fee Rate of 5 basis points per year become payable (i.e. the Base Fee Rate become 70 basis points per year for the applicable days in the relevant period).
The Performance fees recorded by the Fund because of the Fund's share price discount to NAV lowering below 20%/ 15% in certain trading days are detailed in the table below:
| All amounts in RON | H1 2022 | H1 2021 |
|---|---|---|
| Total Performance fee during the period | 2,714,634 | 4,934,648 |
| Total NAV at the end of the period | 16,327,273,801 11,428,655,133 | |
| % Total Performance fee in NAV | 0.0166% | 0.0432% |
| Source: Fondul Proprietatea |
Starting with the new MA, from 1 April 2022, there is no performance fee applies.
The income from operating activity mainly comprises the gross dividend income, the changes in fair value of financial instruments at fair value through profit or loss, interest income and the net realised gains/ losses from transactions with financial instruments. The changes in fair value of the equity investments of the Fund are recognised in profit or loss.
The income from operating activity is significantly influenced by the changes in the share price of listed portfolio companies, the performance of the portfolio companies and their resolutions on dividend distributions, as well as by money market performance.
As at 30 June 2022 the Fund's exposure to Romanian equities accounted for 97.2% of the NAV, the difference of 2.8% being represented by the net cash and receivables.
The BET-XT index, which reflects the performance of the top 25 most traded companies listed on BVB's Regulated Market, including the financial investment companies (SIFs), decreased by 6.05% during the first six months of 2022 compared to the end of 2021.
BET-BK index is a free float market capitalisation weighted index of the Romanian and foreign stocks listed on BVB's regulated market with the highest free-float market capitalisation adjusted with liquidity factors. BET-BK was designed to be used as a benchmark by asset managers and other institutional investors. The calculation methodology reflects on legal requirements and investment limits applying to investment funds. BET-BK decreased by 10.5% during the first six months of 2022 compared to the end of 2021.
Source: BVB
Further information on the Fund's financial results can be found in the Financial Statements Analysis section.
According to article 22 of Law 74/2015 the AIFM shall make available to investors the information on all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by investors. Please find below the classification of such categories, as recommended in the latest communications received from FSA.
The brokerage fees and other costs incurred by investors in acquiring the Fund's shares vary depending on the specific contractual agreements concluded between the investors and the intermediaries.
Pursuant to the Management Agreement and to the shareholders' approval, the Fund bears, pays or will reimburse the AIFM the following expenses incurred by the AIFM:
(i) expenses related to the payment of fees owed to the depositary;
(ii) expenses related to intermediaries and advisors including related to the financial advisory services in connection with the trading, issue, purchase, sale or transfer of listed and unlisted securities or financial instruments from the Fund's portfolio, including fees and commissions due to relevant market operators;
(iii) expenses related to taxes and fees owed to the FSA or other public authorities, according to applicable legislation, as well as expenses or charges imposed to the Fund by any tax authority related to the expenses in this clause or otherwise applicable to the running of the business of the Fund, including the notary fees, stamp duty tax and other similar tax;
(iv) expenses related to the financial audit performed on the Fund and any other audits or valuations required by the legislation in force applicable to the Fund (for clarity, these expenses relate to the fair value measurement of the Fund's portfolio for the purpose of IFRS accounting and financial statements preparation and NAV calculation);
(v) expenses related to the admission to trading of the financial instruments issued by the Fund, and any subsequent issues or offerings; expenses with intermediaries and professional advisors in relation to arranging and maintaining the listing;
(vi) expenses related to investor relations and public relations in the interest of the Fund;
(vii) expenses related to ongoing reporting and disclosure obligations according to legislation in force;
(viii) expenses related to the organising of any GSM and communications with the shareholders and to the payment of fees for registrar services and services related to distributions to shareholders;
(ix) expenses related to the payment of taxes and fees owed to the Bucharest Stock Exchange, London Stock Exchange and any other exchange on which the financial instruments of the Fund or global depositary receipts or depositary interests corresponding to Shares of the Fund shall be admitted to trading, as well as membership fees;
(x) expenses related to the registration with the Trade Registry or documents issued by the Trade Registry;
(xi) expenses related to the payment of fees owed to the banks for banking services performed for the Fund, including credit facility costs;
(xii) expenses related to appointing legal advisers and other advisors to act in the interest of the Fund;
(xiii) expenses related to contracts with external service providers existing as of execution of the Management Agreement until the expiry or termination of the agreement, including expenses with lease for the headquarter of the Fund;
(xiv) expenses related to remuneration, transport and accommodation of the members of the Board of Nominees (in relation to their services and attendance at meetings, in accordance with the Constitutive Act, the mandate agreements and any applicable internal regulations) and for independent persons (not employees of the AIFM) acting as representatives of the Fund on the corporate bodies of companies in the Portfolio, where appropriate; and
(xv) expenses relating to printing costs for the Fund's documentation;
The Fund doesn't support any expenses related to distribution or advertising within the meaning of art. 49 of the FSA Regulation 7/2020.
Unless otherwise provided in the Management Agreement, the AIFM will incur all the costs and expenses occasioned by the performance of its duties. Save as expressly provided in this Management Agreement, all costs and expenses incurred by the AIFM in the performance of its functions shall not be for the account of the Fund but shall be borne by the AIFM.
Save as otherwise provided in the Management Agreement, the AIFM shall be liable for the following out of pocket expenses incurred by it when performing its duties thereunder, including, but not limited to:
In performing its obligations under the Management Agreement, the AIFM shall not use (and shall procure that any associated company who acts as a delegate in accordance with the provisions of the Management Agreement will not use) Soft Dollar Practices (i.e., arrangements under which assets or services, other than execution of securities transactions, are obtained by a fund manager from or through a broker in exchange for the fund manager directing to the respective broker trades concluded on behalf of the undertaking for collective investment managed by that fund manager). All transactions in connection to the portfolio shall be consistent with the principle of best execution.
Please see section Key Financial Highlights for more details regarding the ongoing charge ratio of the Fund.
The following section presents details of the main risks and uncertainties that might affect the activity of the Fund and its liquidity during the next six months:
| Description of risk | Mitigating action |
|---|---|
| Risks related to global events The widespread nature of global events such as |
The risks associated with global events affect all areas of the Fund's investments as well as operations. |
| military conflicts, pandemic outbreaks and the measures taken to contain them have a significant impact on global economic and local Romanian activity and are likely to reverberate for several quarters. |
Fund Management and Board of Nominees are reviewing and discussing the situation regularly, including a review of the portfolio, risk management and business continuity. The AIFM regularly reports on the status of operations. |
| The evolution of such global events and the accompanying governmental actions will have a continuing impact on the Fund's companies and their |
The Fund ensures ongoing communication with investors including current reports, investor calls, and updates on the website. |
| financial situation and will impact the overall performance of the Fund, possibly leading to increased price volatility. |
Company valuations are thoroughly tested with respect to relevance and impact from the event. |
| Since most holdings of the Fund are not listed and do not have observable market prices, the risk of estimation uncertainty regarding valuation also increased. |
Mitigation strategies apply as detailed within the specific areas of risk. |
| There are also amplified risks with respect to the Fund's operations including increased risks connected to cyber security, as well as increased uncertainty with respect to legal and regulatory implications driven by governmental actions to limit economic impact for the wider population. |
|
| Market risk | The Fund implements market risk management |
| Changes in market prices and rates, such as security prices, changes in interest rates or foreign exchange rates will affect the Fund's income or the value of its holdings. |
techniques to manage and control market risk exposures, keeping them within acceptable levels, while optimising return. The AIFM has an ongoing risk management framework in compliance with requirements of the AIFM Directive. |
| Security price risk and valuation risk | Diversification across securities and industries is the |
| Fluctuations in the value of a security instrument as a result of changes in market prices, whether caused by factors specific to the issuer or factors affecting all instruments traded in the market, can negatively affect the Fund's income or value of its holdings. |
primary technique for mitigating equity price risk. All potential investments undergo a thorough due diligence process. Portfolio management reviews the risk/ return profiles of portfolio assets on a regular basis. A detailed pricing policy ensures adequate valuation of the unlisted holdings. Independent |
| Securities without a readily available market price, such as the Fund's unlisted holdings, are exposed to uncertainties coming from the valuation of the securities prices, from factors such as the choice of valuation model, parameter uncertainty and timeliness of parameter estimates. |
valuations are reviewed by Franklin Templeton's Fair Valuation Committee. |
| Sector concentration risk | Diversification and concentration limits are set and |
| Large portfolio exposure to a specific industry sector or group of companies exposes the Fund to |
monitored periodically. The companies in which the Fund holds equity instruments operate in different industries, however the Fund has concentrated |
| Description of risk | Mitigating action |
|---|---|
| concentration risk and can cause overall Fund performance to be negatively affected by the performance of a specific sector. |
exposures to the Energy sector ("Oil and gas" and "Power utilities"). Regular review is performed assessing sector by sector risk and return contribution. |
| Corporate governance risk Poorly managed companies in the Fund's portfolio can negatively affect the Fund's performance due to missing professional skills and missing experience in the industry the company operates in. |
The portfolio management team is actively involved with portfolio companies, promoting and enhancing high standards of good corporate governance. |
| Share price discount to NAV risk Shares of the Fund are traded on the Bucharest and London stock exchanges. Market participants expectations may cause the shares of the Fund to trade at a premium or discount to the NAV per share of the Fund. Investor returns may be positively or negatively affected by such market factors. |
The Fund has implemented several measures to reduce the discount to NAV, including an attractive dividend yield, ongoing buy-back programs as well as transparency, disclosure, and proactive investor relation efforts. A discount objective and related DCM are part of the IPS. |
| Credit and Counterparty risk There is a risk of financial loss to the Fund if counterparties to financial instruments fail to meet their contractual obligations; it arises principally from cash and deposits with banks, treasury bills, government bonds and other receivables. |
Cash and short-term money market instruments are diversified across counterparties. An internal Credit Counterparty Committee oversees the selection and approval of authorised counterparties. The committee meets periodically and reviews current exposure, credit limits and ratings for counterparties. The committee has the power to assign a counterparty to a "watch list" or "restricted list" thereby limiting or preventing further trades with it. |
| Liquidity risk The Fund might not be able to meet its financial obligations as they fall due. The Fund's equity investments include unlisted instruments issued by companies domiciled in Romania, which are not traded on a regulated market and generally may be considered illiquid. As a result, the Fund may not be able to sell certain investments within the time constraints imposed by its own liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of a particular issuer. |
As a closed end investment fund, liquidity risk of the Fund is less significant than for an open-end fund, as shareholders do not have the option to redeem their holdings. The Fund's approach to managing liquidity is to ensure that it has sufficient liquid assets to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Fund's reputation. The Fund's assets are periodically monitored for their liquidity levels under both normal and stressed market conditions. |
| Operational and Cyber risk The Fund might incur direct or indirect loss arising from a wide variety of causes associated with the Fund's processes, service providers, technology and infrastructure, and from external factors such as those arising from legal and regulatory requirements and generally accepted standards of corporate behavior. Failure or breach of information technology systems and security may entail risk of financial loss, disruption to operations or damage to the reputation of |
The Fund's objective in managing operational risk is to maintain a proper balance between limitation of financial losses and damage to the Fund's reputation with the overall cost effectiveness, avoiding control procedures that restrict initiative and creativity. The Fund has in place an operational monitoring system, documented through policies and procedures, which ensures escalation and remediation of potential operational issues. The information technology framework is designed to mitigate the risk of a cyber security breach. A dedicated Cyber Security Program aims to monitor, identify and respond to cyber-attacks |
| Description of risk | Mitigating action |
|---|---|
| the Fund. Operational risks arise from all the Fund's operations. |
and external threats. The operational monitoring system covers all teams involved with the operations of the Fund. |
| Legal and Regulatory risk The existence, operation and the initial set-up of the Fund are regulated by local and European regulations. Such regulations may be subject to change or subject of some local interpretations and may directly affect the Fund and its shareholders. This risk is sustained by the legislative history of the past years that reveals a series of laws which have also changed the Fund's portfolio composition. |
Representatives of the Fund consult with external agencies and law firms with the aim to anticipate potential regulatory changes and interpretations and assess their impact on the Fund. In doing so the Fund strives to optimise its operational efficiency under current and upcoming regulations. Franklin Templeton has internal policies promoting compliance with best practices and regulations. |
| Sustainability risk Sustainability risk means an environmental, social, or governance event or condition, that, if it occurs, could potentially or actually cause a material negative impact on the value of the Fund's investments. |
The monitoring of sustainability risks is performed according to a three-lines of defense model whereby portfolio management teams integrate sustainability risks into their investment management process, second line functions such as investment compliance and risk monitor the impact of sustainability risks on the portfolio where relevant, and the third line of defense functions, such as internal audit, ensure that the control framework is carried-out according to policies and procedures in place. |
Source: Fondul Proprietatea
The unaudited IFRS financial statements for the six months ended 30 June 2022, prepared in accordance with IAS 34 Interim Financial Reporting and applying the FSA Norm no. 39/2015 with subsequent amendments, are included in full in Annex 1 to this Report. The captions Statement of Financial Position and Statement of Comprehensive Income presented in the semi-annual report may differ from the ones included in the IFRS financial statements due to other regulatory requirements.
This section provides an overview of the Fund's financial position and performance for the six months ended 30 June 2022.
| RON million | 30 Jun 2022 | 31 Mar 2022 | 31 Dec 2021 | 30 Jun 2021 | 30 Jun 2022 vs. 31 Dec 2021 (%) |
|---|---|---|---|---|---|
| Unaudited | Unaudited | Audited | Unaudited | ||
| Cash and current accounts | 137.6 | 87.7 | 68.2 | 65.6 | |
| Deposits with banks | 121.1 | 636.2 | 347.4 | 415.3 | |
| Treasury bills | - | 93.4 | - | - | |
| Government bonds | 178.5 | 228.3 | 77.1 | 77.6 | |
| Dividend receivables | 229.8 | - | 525.3 | ||
| Equity investments | 15,873.0 | 13,398.9 | 12,577.7 | 10,446.8 | |
| Non-current assets held for sale | - | - | 1,135.20 | - | |
| Other assets | 4.7 | 207.1 | 0.3 | 4.1 | |
| Total assets | 16,544.7 | 14,651.6 | 14,205.9 | 11,534.7 | 16% |
| Payables | 79.5 | 26.5 | 38.8 | 36.6 | |
| Other liabilities | 137.9 | 89.2 | 409.6 | 69.2 | |
| Total liabilities | 217.4 | 115.7 | 448.4 | 106 | -52% |
| Total equity | 16,327.3 | 14,535.9 | 13,757.5 | 11,428.7 | 19% |
| Total liabilities and equity | 16,544.7 | 14,651.6 | 14,205.9 | 11,534.7 | 16% |
Source: IFRS financial statements
The cash and cash equivalents (liquid assets) of the Fund during the first six months of 2022 included term deposits with banks and government bonds issued by the Romanian Ministry of Finance. All instruments are denominated in RON and have maturities of up to one year.
The decrease in liquid assets by 11.3% during the six-month period ended 30 June 2022 was mainly due to the amounts paid for tor acquisition of treasury shares (RON 760.1 million), dividends paid, net of withholding tax (RON 1,021.8 million), partially offset by proceeds from disposal of equity investments following the sale of the participation in OMV Petrom (RON 978.3 million) and dividends received, net of withholding tax (RON 626.2 million).
Payables have increased by 104.9% compared to 31 December 2021 mainly due to the increase in administration fee payables due to the distribution fees chargeable following the buy-back tender offer performed by the Fund.
Other liabilities have decreased by 66,3% compared to 31 December 2021 due the fact that at 31 December 2021, the payable due to the dividend distribution with payment date on 18 February 2022 was fully booked.
The net increase in equity investments of RON 3,295.3.8 million during the first six months of 2022 was mainly generated by the increase in the fair value of the unlisted portfolio holding Hidroelectrica SA (RON 3,518.8 million increase) partially offset by the decrease in the fair value of the unlisted portfolio holdings Engie Romania SA (RON 82.4 million), E- Distributie companies (RON 157.8 million).
Starting 1 January 2014, Fondul Proprietatea applies the Amendments to IFRS 10, IFRS 12 and IAS 27 - Investment Entities, the Fund being an investment entity. As a result, the Fund classifies and measures its investments in subsidiaries and associates as financial assets at fair value through profit or loss.
Starting 1 January 2018, the Fund adopted IFRS 9 and classified all its equity investments (other than subsidiaries and associates) as equity investments at fair value through profit or loss (the default option under IFRS 9).
The equity investments at fair value through profit or loss are initially recognised at fair value and the transaction costs are recorded in profit or loss. They are subsequently measured at fair value with all changes in fair value accounted for through profit or loss. Equity investments at fair value through profit or loss are not subject to impairment testing.
As at 30 June 2022, all the equity investments of the Fund were carried at fair value.
Listed shares are measured at fair value using quoted prices for that instrument at the reporting date.
The fair value of unlisted shares is calculated and approved by the Fund's Sole Director using valuation techniques in accordance with International Valuation Standards, based on independently appraised valuation reports.
The holdings in companies in liquidation, dissolution, bankruptcy or with negative shareholders' equity, companies in insolvency or reorganisation are valued at nil.
Capital expenditure comprises the costs for the acquisition and upgrade of the intangible assets of the Fund, which include the value of the licenses, the implementation costs and the updates of the Fund's accounting and reporting software, net of the accumulated amortisation. During the first six months of 2022 the Fund incurred RON 53.7 thousand capital expenditure for the improvement of the investment reporting system.
| RON million | Q1 2022 Unaudited |
Q2 2022 Unaudited |
H1 2022 Unaudited |
H1 2021 Unaudited |
|---|---|---|---|---|
| Unrealised loss from equity investments at fair value through profit or loss | (62.3) | (226.5) | (288.8) | (103.5) |
| Unrealised gain from equity investments at fair value through profit or loss | 883.5 | 2,700.6 | 3,584.1 | 1,293.1 |
| Gross dividend income | - | 858.9 | 858.9 | 655.1 |
| Net gain / (loss) from other financial assets at fair value through profit or loss | 188.7 | (0.4) | 188.3 | (3.9) |
| Net realised loss from non-current assets held for sale | (157.0) | - | (157.0) | - |
| Interest income | 6.9 | 11.2 | 18.1 | 10.0 |
| Other income, net* | - | 3.4 | 3.4 | 5.1 |
| Net operating (loss)/ income | 859.8 | 3,347.2 | 4,207.0 | 1,855.9 |
| Administration fees recognised in profit and loss | (20.8) | (33.6) | (54.4) | (38.8) |
| Other operating expenses | (12.9) | (7.1) | (20.0) | (9.9) |
| Operating expenses | (33.7) | (40.7) | (74.4) | (48.7) |
| Finance costs | - | - | - | - |
| (Loss)/ Profit before income tax | 826.1 | 3,306.5 | 4,132.6 | 1,807.2 |
| Income tax | - | (2.9) | (2.9) | (6.1) |
| (Loss)/ Profit for the period | 826.1 | 3,303.6 | 4,129.7 | 1,801.1 |
| Other comprehensive income | - | - | - | - |
| Total comprehensive income for the period | 826.1 | 3,303.6 | 4,129.7 | 1,801.1 |
Source: IFRS financial statements
* Other income, net included mainly the net gain/ (loss) from fair value changes related to government securities, net foreign exchange gain/ (loss) and other operating income/ (expenses).
The net unrealised gain from equity investments at fair value through profit or loss for the first six months of 2022 of RON 3,295.3 million was mainly generated by the increase in the fair value of the unlisted portfolio holding Hidroelectrica SA (RON 3,518.8 million increase) partially offset by the decrease in the fair value of the unlisted portfolio holdings Engie Romania SA (RON 82.4 million), E- Distributie companies (RON 157.8 million). Net gain from other financial assets at fair value through profit or loss is related to the collection of all unpaid shares owned by the Romanian State (Ministry of Finance). At 31 December 2021, the fair value of the receivable was zero.
Gross dividend income for the six-month period ended 30 June 2022 included the dividend income earned from the Fund's portfolio companies, mainly from Hidroelectrica SA (RON 764.0 million) and OMV Petrom SA (RON 57.6 million).
Interest income arose from deposits held with banks and from short-term government securities.
Net realised loss from non-current assets held for sale was generated by the partial disposal of OMV Petrom SA holding.
Details regarding the administration fees for the six-month period ended 30 June 2022 are presented in the table below:
| Q1 2022 | Q2 2022 | H1 2022 | H1 2021 | |
|---|---|---|---|---|
| RON million | Unaudited | Unaudited | Unaudited | Unaudited |
| Recognised in profit or loss | 20.8 | 33.6 | 54.4 | 38.8 |
| Base fee | 18 | 14.3 | 32.3 | 29.6 |
| Distribution fee for dividend distribution | - | 19.4 | 19.4 | 4.3 |
| Performance fee | 2.7 | - | 2.7 | 4.9 |
| Recognised in other comprehensive income | 0.5 | 17.8 | 18.3 | 2.1 |
| Distribution fee for buy-back programmes | 0.5 | 17.8 | 18.3 | 2.1 |
| Total administration fees | 21.2 | 51.5 | 72.7 | 40.9 |
Source: IFRS financial statements
The increase in the administration fees in H1 2022 compared with H1 2021 was mainly due to:
The new Management Agreement in force starting with 1 April 2022 does not include any Performance fee. The performance recorded in the first three months of 2022, was calculated according with the Management Agreement in force until 31 March 2022. The Fund's share price discount to NAV was: higher than 20% in 3 trading days, between <20% and >15% in 8 trading days and lower than 15% in 52 trading days.
The main categories of other operating expenses are detailed in the table below:
| RON million | Q1 2022 Unaudited |
Q2 2022 Unaudited |
H1 2022 Unaudited |
H1 2021 Unaudited |
|---|---|---|---|---|
| FSA monthly fees | 3.3 | 3.8 | 7.1 | 5 |
| Transactions costs | 7.3 | 0.2 | 7.5 | 0.3 |
| Depositary fees | 0.1 | 0.1 | 0.2 | 0 |
| Other expenses | 2.2 | 3 | 5.2 | 4.6 |
| Total other operating expenses | 12.9 | 7.1 | 20.0 | 9.9 |
Source: IFRS financial statements
The transaction costs in amount of RON 7.5 million are related to the partial disposal of Fund's holding in OMV Petrom SA (mainly brokerage fees, BVB fee).
As at 30 June 2022, other expenses caption comprised mainly legal and litigation assistance expenses, Board of Nominees remuneration and related expenses, portfolio valuation expenses, external audit expenses, PR expenses, investor relations expenses and tax compliance and tax advisory expenses.
| RON million | H1 2022 Unaudited |
H1 2021 Unaudited |
|---|---|---|
| Cash flows from operating activities | ||
| Proceeds from disposal of equity investments | 978.3 | |
| Dividends received (net of withholding tax) | 626.2 | 123.7 |
| Amounts received from Romanian State for the unpaid share capital | 189.2 | |
| Proceeds from transactions with treasury bills and bonds | 127.5 | 419.7 |
| Interest received | 15.8 | 11.2 |
| Acquisition of treasury bills and bonds | (227.8) | (122.3) |
| Suppliers and other taxes and fees paid | (83.6) | (45.9) |
| Subscriptions to share capital increase of portfolio companies | - | (10.1) |
| Other payments, net | (0.6) | 0.3 |
| Net cash flows from operating activities | 1,625.0 | 376.6 |
| Cash flows from financing activities | ||
| Acquisition cost of treasury shares | (760.1) | (209.8) |
| Dividends paid (net of withholding tax) | (1,021.8) | (380.4) |
| Payment of fees related to the short-term bank loans | - | - |
| Net cash flows used in financing activities | (1,781.9) | (590.2) |
| Net increase in cash and cash equivalents | (156.9) | (213.6) |
| Cash and cash equivalents at the beginning of the period | 415.5 | 694.3 |
| Cash and cash equivalents at the end of the period | 258.7 | 480.7 |
| Cash and cash equivalents | ||
| Cash and current accounts | 0.1 | 0.1 |
| Distributions bank accounts | 137.6 | 65.4 |
| Bank deposits with original maturities of less than three months | 121.0 | 415.2 |
| Cash and cash equivalents at the end of the period | 258.7 | 480.7 |
| Source: IFRS financial statements |
Dividends received has significantly increased compared to the previous period mainly due to the dividend collected from Hidroelectrica SA (RON 564.6 million) with another RON 199.4 million being due from the company as special dividend.
Proceeds from disposal of equity investments is related to the partial disposal of Fund's holding in OMV Petrom SA.
Amounts received from Romanian State for the unpaid share capital represents the amount received from the Romanian State, represented by the Ministry of Finance, on 1 February 2022, as payment for all unpaid shares owned by the Romanian State in the Fund (as at 31 Dec 2021, the Romanian State held 363,812,350 unpaid shares, each share having a nominal value of RON 0.52).
Acquisition of treasury shares represent the acquisition cost and the brokerage fees related to the acquisition of own shares bought back by the Fund within the buy-back programmes carried during each period, through buying ordinary shares and GDRs. The significant increase which can be seen is related to the tender offer which was mentioned above.
Dividends paid show a significant increase as during 2022 two dividend distributions were paid to the Fund's shareholders: dividend of RON 0.06 per share with Ex-date on 27 January 2022, Registration date on 28 January 2022 and Payment date on 18 February 2022 and dividend of RON 0.1250 per share with Ex-Date on 2 June 2022, Registration Date- on 3 June 2022 and Payment Date on 27 June 2022.
The transactions with related parties were performed in the normal course of business of the Fund and there were no significant transactions during the first half of 2022. For more details, please see Annex 1 "Condensed Interim Financial Statements".
According with the OGSM held on 26 July 2022, OMV Petrom SA shareholders approved the distribution of a special gross dividend of RON 0.0450 per share, equivalent to a gross return of 10%. The record date is 11 August 2022 and payment date is 2 September 2022.
30 August 2022
Johan Meyer Permanent Representative Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Prepared by Catalin Cadaru Financial Reporting Manager Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA Annex 1
Prepared in accordance with IAS 34 Interim Financial Reporting and applying the Financial Supervisory Authority ("FSA") Norm no. 39/ 28 December 2015, regarding the approval of the accounting regulations in accordance with IFRS, applicable to the entities authorised, regulated and supervised by the FSA – Financial Investments and Instruments Sector ("Norm 39/2015")
This is a translation from the official Romanian version.
| Condensed Statement of Comprehensive Income | 1 |
|---|---|
| Condensed Statement of Financial Position. | 2 |
| Condensed Statement of Changes in Shareholders' Equity | 3 |
| Condensed Statement of Cash Flows. | 5 |
| Notes to the Condensed Interim Financial Statements | 6 |
(all amounts are in RON unless otherwise stated)
| Note | 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|---|
| Net gain from equity investments at fair value through profit or loss |
5 | 3,295,329,845 | 1,189,630,743 |
| Gross dividend income | 6 | 858,861,443 | 655,136,481 |
| Net gain/(loss) from other financial instruments at fair value through profit or loss Interest income |
7 | 188,301,210 18,146,609 |
(3,907,235) 9,966,818 |
| Net realised (loss) from non-current assets held for sale |
8 | (156,975,000) | - |
| Net foreign exchange (loss) | (332,537) | (164,388) | |
| Other income, net | 3,702,557 | 5,256,951 | |
| Net operating income | 4,207,034,127 | 1,855,919,370 | |
| Operating expenses | 9 | (74,370,725) | (48,676,184) |
| Finance costs | 10 | (37,250) | (45,250) |
| Profit before income tax | 4,132,626,152 | 1,807,197,936 | |
| Withholding tax on the dividend income | 11 | (2,878,974) | (6,143,500) |
| Profit for the period | 4,129,747,178 | 1,801,054,436 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period | 4,129,747,178 | 1,801,054,436 | |
| Basic and diluted earnings per share | 12 | 0.6731 | 0.3015 |
These condensed interim financial statements were authorised for issue on 30 August 2022 by:
Franklin Templeton International Services S.à r.l. Luxembourg, in its capacity of alternative investment fund manager of Fondul Proprietatea SA
Johan Meyer
Permanent Representative
Prepared by: Catalin Cadaru Financial Reporting Manager
| Note | 30 June 2022 | 31 December 2021 | |
|---|---|---|---|
| Assets | |||
| Cash and current accounts | 13 | 73,111 | 76,632 |
| Distributions bank accounts | 13 | 137,560,493 | 68,148,338 |
| Deposits with banks | 13 | 121,051,172 | 347,387,604 |
| Government bonds | 178,533,512 | 77,106,529 | |
| Dividends receivable | 14 | 229,766,931 | - |
| Equity investments | 16 | 15,873,032,422 | 12,577,678,606 |
| Non-current assets held for sale | - | 1,135,225,000 | |
| Other assets | 17 | 4,680,538 | 298,725 |
| Total assets | 16,544,698,179 | 14,205,921,434 | |
| Liabilities | |||
| Payable to shareholders | 18 (a) | 137,881,193 | 408,245,702 |
| Other liabilities and provisions | 18 (b) | 79,538,650 | 40,127,825 |
| Total liabilities | 217,419,843 | 448,373,527 | |
| Equity | |||
| Share capital | 19 (a) | 3,334,342,423 | 3,145,160,001 |
| Reserves related to the unpaid share capital | 19 (b) |
- | 189,182,422 |
| Other reserves | 19 (c) | 897,568,459 | 666,991,766 |
| Treasury shares | 19 (d) | (1,117,375,862) | (331,650,005) |
| Retained earnings | 13,212,743,316 | 10,087,863,723 | |
| Total equity | 16,327,278,336 | 13,757,547,907 | |
| Total liabilities and equity | 16,544,698,179 | 14,205,921,434 |
| Share capital | Reserves related to the unpaid share capital |
Other reserves | Treasury shares | Retained earnings | Total attributable to the equity holders of the Fund |
|
|---|---|---|---|---|---|---|
| Balance as at 1 | ||||||
| January 2022 | 3,145,160,001 | 189,182,422 | 666,991,766 | (331,650,005) | 10,087,863,723 | 13,757,547,907 |
| Profit for the period Profit appropriation to |
- | - | - | - | 4,129,747,178 | 4,129,747,178 |
| other reserves | - | - | 230,576,693 | - | (230,576,693) | - |
| Total comprehensive | ||||||
| income for the period | - | - | 230,576,693 | - | 3,899,170,485 | 4,129,747,178 |
| Transactions with owners, recorded directly in equity |
||||||
| Dividends declared Acquisition of treasury |
- | - | - | - | (774,290,892) | (774,290,892) |
| shares Collection of the |
- | - | - | (785,725,857) | - | (785,725,857) |
| unpaid share capital | 189,182,422 | (189,182,422) | - | - | - | - |
| Total transactions with owners recorded directly in equity |
189,182,422 | (189,182,422) | - | (785,725,857) | (774,290,892) | (1,560,016,749) |
| Balance as at 30 June 2022 |
3,334,342,423 | - | 897,568,459 | (1,117,375,862) | 13,212,743,316 | 16,327,278,336 |
| Share capital | Reserves related to the unpaid share capital |
Other reserves | Treasury shares | Retained earnings | Total attributable to the equity holders of the Fund |
|
|---|---|---|---|---|---|---|
| Balance as at 1 January 2021 | 3,560,099,870 | 189,182,422 | 539,400,224 | (1,086,443,209) | 7,064,680,119 | 10,266,919,426 |
| Profit for the period | - | - | - | - | 1,801,054,436 | 1,801,054,436 |
| Profit appropriation to other reserves | - | - | 666,368,661 | - | (666,368,661) | - |
| Total comprehensive income for the period |
- | - | 666,368,661 | - | 1,134,685,775 | 1,801,054,436 |
| Transactions with owners, recorded directly in equity |
||||||
| Dividends declared | - | - | - | - | (427,147,747) | (427,147,747) |
| Acquisition of treasury shares | - | - | - | (214,001,984) | - | (214,001,984) |
| Distributions for which the statute of limitation occurred |
- | - | - | - | 1,842,992 | 1,842,992 |
| Total transactions with owners recorded directly in equity |
- | - | - | (214,001,984) | (425,304,755) | (639,306,739) |
| Balance as at 30 June 2021 | 3,560,099,870 | 189,182,422 | 1,205,768,885 | (1,300,445,193) | 7,774,061,139 | 11,428,667,123 |
(all amounts are in RON unless otherwise stated)
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Proceeds from disposal of equity investments | 978,250,000 | - |
| Dividends received (net of withholding tax) | 626,237,540 | 123,712,126 |
| Amounts received from Romanian State for the unpaid share | ||
| capital | 189,182,422 | - |
| Proceeds from transactions with treasury bills and bonds | 127,519,777 | 419,739,079 |
| Interest received | 15,804,491 | 11,181,105 |
| Acquisition of treasury bills and bonds | (227,774,993) | (122,297,124) |
| Suppliers and other taxes and fees paid | (83,572,191) | (45,939,561) |
| Other (payments performed)/amounts received, net | (575,337) | 290,877 |
| Subscriptions to share capital increase of portfolio companies | - | (10,055,720) |
| Net cash flows from operating activities | 1,625,071,709 | 376,630,782 |
| Cash flows from financing activities | ||
| Dividends paid (net of withholding tax) | (1,021,797,617) | (380,387,190) |
| Acquisition cost of treasury shares | (760,096,835) | (209,778,981) |
| Payment of fees related to the short term bank loans | (45,000) | (45,500) |
| Net cash flows used in financing activities | (1,781,939,452) | (590,211,671) |
| Net (decrease) in cash and cash equivalents | (156,867,743) | (213,580,889) |
| Cash and cash equivalents at the beginning of the period | 415,528,011 | 694,344,555 |
| Cash and cash equivalents at the end of the period as per the Statement of Cash Flows |
258,660,268 | 480,763,666 |
| 30 June 2022 | 30 June 2021 | |
|---|---|---|
| Cash and current accounts (see Note 13) | 73,111 | 144,125 |
| Distributions bank accounts (see Note 13) | 137,560,493 | 65,417,412 |
| Bank deposits with original maturities of less than three | ||
| months (see Note 13) | 121,026,664 | 415,202,129 |
| 258,660,268 | 480,763,666 | |
| Interest accrued on bank deposits (see Note 13) | 24,508 | 75,014 |
| Government bonds with original maturities of more than three | ||
| months and less than one year | 178,533,512 | 77,636,287 |
| Total cash and current accounts, deposits with banks, treasury bills and government bonds as per Statement of |
||
| Financial Position | 437,218,288 | 558,474,967 |
Fondul Proprietatea SA (referred to as "Fondul Proprietatea" or "the Fund") was incorporated as a joint stock company and is operating as an undertaking for collective investment, in the form of a closed end investment company, established in accordance with Law no. 247/2005 on the reform in the field of property and justice and other 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 76 - 80, Buzeşti Street, 7th Floor, District 1, Bucharest.
Starting 1 April 2016, Fondul Proprietatea is an alternative investment fund as defined by the Alternative Investment Fund Managers Directive and by the Romanian legislation. On 28 January 2022, the Financial Supervisory Authority authorized Fondul Proprietatea as a closed-end Alternative Investment Fund designed for retail investors, with BRD Groupe Société Générale as depositary.
The Fund undertakes its activities in accordance with Law 24/2017 on issuers of financial instruments and market operations, Law 74/2015 regarding Alternative Investment Fund Managers, Law 247/2005, Law 297/2004 regarding the capital market, as subsequently amended, Law 243/2019 regulating the alternative investment funds and amending and supplementing certain normative acts and Companies Law 31/1990 republished as subsequently amended and it is an entity authorised, regulated and supervised by the FSA, as an issuer. Until 2013, FSA (the financial market supervisory authority) was known as the National Securities Commission. In accordance with its Constitutive Act, the main activity of the Fund is the management and administration of its portfolio.
The Fund was initially established to allow the payment in shares equivalent of the compensation due in respect of abusive expropriations undertaken by the Romanian State during the communist period, when properties were not returned in kind. Beginning with 15 March 2013, the compensation process was suspended and starting January 2015, the Romanian State decided to use a different compensation scheme that no longer involves the payment in Fondul Proprietatea shares equivalent.
Starting with 1 April 2016 the Fund is managed by Franklin Templeton International Services S.à r.l. ("FTIS") as its Sole Director and Alternative Investment Fund Manager ("AIFM") under the Directive 2011/61/EU on Alternative Investment Fund Managers and local implementation regulations. The FTIS mandate is for a period of two years and the current mandate was approved during 29 September 2021 shareholders' meeting for the period 1 April 2022 – 31 March 2024. The related contractual terms along with the execution of the Management Agreement were approved by the Fund's shareholders during 15 December 2021 shareholders' meeting.
Starting with 1 December 2020, the portfolio management and the administrative activities previously delegated to Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch are performed by FTIS through its Bucharest Branch.
Since 25 January 2011, Fondul Proprietatea has been 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 as of 5 January 2015 as Premium Tier shares), under ISIN number ROFPTAACNOR5 with the market symbol "FP".
Since 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, each GDR representing 50 shares, and the currency of the GDRs is the US dollar.
These condensed interim financial statements for the six month period ended 30 June 2022 are not audited.
These condensed interim financial statements for the six month period ended 30 June 2022 have been prepared in accordance with IAS 34 Interim financial reporting and applying the FSA Norm 39/2015. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021, prepared in accordance with IFRS. These condensed interim financial statements are available starting with 31 August 2022, on the Fund's official webpage, www.fondulproprietatea.ro and at the Fund's registered office.
The Fund is an investment entity and does not consolidate its subsidiaries as it applies IFRS 10, IFRS 12 and IAS 27 (Investment Entities). In consequence, the Fund does not prepare consolidated financial statements, the separate financial statements being the Fund's only financial statements. The Fund has reassessed the criteria for being an investment entity for the six month period ended 30 June 2022 and continues to meet them.
In determining whether the Fund meets the criteria from the definition of an investment entity, the management considered the investments portfolio structure and the Fund's investment objective. Aspects considered in making this judgement were the fact that the Fund has more than one investment, more investors neither of which are related parties of the Fund and the ownership interests from its portfolio are in the form of equity. The Fund's investment objective is also a typical one for an investment entity, respectively the maximization of returns to shareholders and the increase of the net asset value per share via investments in Romanian equities and equitylinked securities. The Fund's management analysis considered also other relevant factors, including the fact that almost all Fund's investments are accounted for using the fair value model.
The Fund's Sole Director has, at the authorisation date of these condensed interim financial statements, a reasonable expectation that the Fund has adequate resources to continue in operational existence for the foreseeable future. Thus, it continues to adopt the going concern basis of accounting in preparing the financial statements.
According with the Fund's constitutive act, the duration of Fondul Proprietatea is until 31 December 2031 and it may be extended by the extraordinary general meeting of shareholders, with additional periods of 5 years.
These 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 government bonds, respectively), and on the historical cost or amortised cost basis for the rest of the items included in the financial statements.
These condensed interim financial statements are prepared and presented in Romanian Lei (RON), which is the Fund's functional and presentation currency. All financial information presented in RON has been rounded to the nearest unit.
Transactions in foreign currency are translated into the functional currency of the Fund at the exchange rate valid at the date of the transactions. Monetary assets and liabilities denominated in foreign currency at the reporting date are translated into the functional currency at the exchange rate valid at that date. Non -monetary assets and liabilities denominated in foreign currency that are measured at fair value are translated into the functional currency at the exchange rate valid at the date of the transaction and are not subsequently remeasured.
The exchange rates of the main foreign currencies, published by the National Bank of Romania at 30 June 2022 were as follows: 4.9454 RON/EUR, 4.7424 RON/USD and 5.7525 RON/GBP (30 June 2021: 4.9267 RON/EUR, 4.1425 RON/USD and 5.7374 RON/GBP).
The preparation of these 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 and critical judgements in applying accounting policies with significant areas of estimation uncertainty that have the most significant impact on the amounts recognised in these condensed interim financial statements are included in the following notes:
On 24 February 2022, Russia engaged in military actions on Ukraine territory. Fondul does not have any direct exposure to Russia and Ukraine. The Fund Manager is closely monitoring developments that may impact financial markets including sanctions, actions by governments and developments in Ukraine itself. The Fund Manager will further assess the impact on the portfolio companies operations and valuation and take any potential actions needed, as facts and circumstances are subject to change and may be specific to investment strategies and jurisdictions. At the authorization date of these condensed interim financial statements, the Fund Manager is not able to reliably estimate the impact as events are unfolding day-by-day.
During the six month period ended 30 June 2022, the Fund's Sole Director performed a periodic analysis of multiples values of publicly traded peer companies and of the portfolio companies financial information and adjusted the value of unlisted holdings accordingly, where the case (see Note 5 for further details on fair value adjustments).
The Fund's Sole Director will continue to closely monitor the evolution of the economic environment and the effects of the economic measures applied on a national and international level.
The Romanian Government decided to no longer extend the state of alert beyond 8 March 2022 and lifted all the restrictions imposed in the country in the context of the COVID-19 pandemic.
However, the Fund's Sole Director will continue to closely monitor the evolution of the economic environment and the effects of the economic measures applied on a national and international level.
The significant accounting policies applied in these condensed interim financial statements are the same as those applied in the Fund's financial statements for the year ended 31 December 2021 and have been applied consistently to all periods presented in these condensed interim financial statements.
The table below presents the carrying amounts and fair values of the Fund's financial assets and financial liabilities:
| Other | |||||
|---|---|---|---|---|---|
| Other financial | Fair value | financial | |||
| assets at amortised cost |
through profit or loss |
liabilities at amortised cost |
Total carrying amount |
Fair value | |
| 30 June 2022 | |||||
| Cash and current | |||||
| accounts | 73,111 | - | - | 73,111 | 73,111 |
| Distributions bank | |||||
| accounts | 137,560,493 | - | - | 137,560,493 | 137,560,493 |
| Deposits with banks | 121,051,172 | - | - | 121,051,172 | 121,051,172 |
| Government bonds | - | 178,533,512 | - | 178,533,512 | 178,533,512 |
| Dividends receivable | 229,766,931 | - | - | 229,766,931 | 229,766,931 |
| Equity investments | - | 15,873,032,422 | - | 15,873,032,422 | 15,873,032,422 |
| Other financial assets | 4,135,523 | - | - | 4,135,523 | 4,135,523 |
| Other financial | |||||
| liabilities | - | - | (192,077,158) | (192,077,158) | (192,077,158) |
| 492,587,230 | 16,051,565,934 | (192,077,158) | 16,352,076,006 | 16,352,076,006 | |
| Other | |||||
| Other financial | Fair value | financial | |||
| assets at | through profit | liabilities at | Total carrying | ||
| amortised cost | or loss | amortised cost | amount | Fair value | |
| 31 December 2021 | |||||
| Cash and current | |||||
| accounts | 76,632 | - | - | 76,632 | 76,632 |
| Distributions bank | |||||
| accounts | 68,148,338 | - | - | 68,148,338 | 68,148,338 |
| Deposits with banks | 347,387,604 | - | - | 347,387,604 | 347,387,604 |
| Government bonds | - | 77,106,529 | - | 77,106,529 | 77,106,529 |
| Equity investments | - | 12,577,678,606 | - | 12,577,678,606 | 12,577,678,606 |
| Non-current assets | |||||
| held for sale Other financial assets |
- 54,000 |
1,135,225,000 - |
- - |
1,135,225,000 54,000 |
1,135,225,000 54,000 |
| Other financial | |||||
| liabilities | - 415,666,574 |
- 13,790,010,135 |
(433,968,064) (433,968,064) |
(433,968,064) 13,771,708,645 |
(433,968,064) 13,771,708,645 |
The Fund classifies the fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurement, the levels of the fair value hierarchy being defined as follows:
The table below presents the classification of the financial instruments carried at fair value by fair value hierarchy level, based on the inputs used in making the measurement:
| 30 June 2022 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Government bonds | 178,533,512 | - | - | 178,533,512 |
| Equity investments: | 925,205,788 | - | 14,947,826,634 | 15,873,032,422 |
| Power utilities: generation | - | - | 12,559,800,000 | 12,559,800,000 |
| Oil and gas | 823,167,188 | - | - | 823,167,188 |
| Power and gas utilities: distribution, supply |
- | - | 1,012,500,000 | 1,012,500,000 |
| Infrastructure | - | - | 1,069,380,136 | 1,069,380,136 |
| Heavy industry | - | - | 279,556,500 | 279,556,500 |
| Aluminum | 102,038,600 | - | - | 102,038,600 |
| Postal services | - | - | 13,900,000 | 13,900,000 |
| Others | - | - | 12,689,999 | 12,689,999 |
| Total | 1,103,739,300 | - | 14,947,826,634 | 16,051,565,934 |
| 31 December 2021 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Government bonds | 77,106,529 | - | - | 77,106,529 |
| Equity investments: | 973,777,976 | - | 11,603,900,630 | 12,577,678,606 |
| Power utilities: generation | - | - | 9,040,900,000 | 9,040,900,000 |
| Oil and gas | 842,585,491 | - | - | 842,585,491 |
| Power and gas utilities: | ||||
| distribution, supply | - | - | 1,252,700,000 | 1,252,700,000 |
| Infrastructure | - | - | 1,040,856,754 | 1,040,856,754 |
| Heavy industry | - | - | 242,856,500 | 242,856,500 |
| Aluminum | 131,192,485 | - | - | 131,192,485 |
| Postal services | - | - | 13,900,000 | 13,900,000 |
| Others | - | - | 12,687,377 | 12,687,377 |
| Non-current assets held for | ||||
| sale (see Note 8) |
1,135,225,000 | - | - | 1,135,225,000 |
| Total | 2,186,109,505 | - | 11,603,900,630 | 13,790,010,135 |
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Unrealised gain from equity investments at fair value through profit or loss |
3,584,102,034 | 1,293,127,760 |
| Unrealised loss from equity investments at fair value through profit or loss |
(288,772,189) | (103,497,017) |
| Total | 3,295,329,845 | 1,189,630,743 |
The unrealised gain from equity investments at fair value through profit or loss for the six month period ended 30 June 2022 was mainly generated by the change in fair value for the holding in Hidroelectrica SA (unrealised gain of RON 3,518,876,030), as a result of the strong performance registered by the company in the period in the current electricity market context. The unrealised gain from equity investments at fair value through profit or loss for the six month period ended 30 June 2021 was mainly generated by the change in fair value for the holding in Hidroelectrica SA (unrealised gain of RON 909,684,890) and OMV Petrom SA (unrealised gain of RON 243,758,207), as a result of the strong performance of these companies.
The unrealised loss from equity investments at fair value through profit or loss for the six month period ended 30 June 2022 was generated by the negative change in fair value for the holding in Engie Romania SA (unrealised loss of RON 82,400,000), in E-Distributie Banat SA (unrealised loss of RON 69,900,000), E-Distributie Muntenia SA (unrealised loss of RON 44,200,000) and also in E-Distributie Dobrogea SA (unrealised loss of RON 43,700,000).The unrealised loss from equity investments at fair value through profit or loss the six month period ended 30 June 2021 was mainly generated by the decrease in fair value for the holding in CN Aeroporturi Bucuresti SA (unrealised loss of RON 32,200,000), E-Distributie Banat SA (unrealised loss of RON 21,400,000) and E-Distributie Muntenia SA (unrealised loss of RON 20,000,000).
| 6 months ended | 6 months ended | |
|---|---|---|
| Hidroelectrica SA | 30 June 2022 764,040,020 |
30 June 2021 455,991,604 |
| OMV Petrom SA | 57,579,489 | 122,869,990 |
| Societatea Nationala a Sarii SA | 29,345,509 | 5,626,066 |
| CN Administratia Porturilor Maritime SA | 6,660,439 | 6,691,538 |
| Alcom SA | 824,054 | 233,725 |
| CN Administratia Porturilor Dunarii Maritime SA | 143,629 | |
| CN Administratia Porturilor Dunarii Fluviale SA | 158,364 | - |
| CN Administratia Canalelor Navigabile SA | 109,939 | - |
| E-Distributie Muntenia SA | - | 20,119,813 |
| E-Distributie Banat SA | - | 18,652,284 |
| Engie Romania SA | - | 17,941,285 |
| ENEL Energie Muntenia SA | - | 4,800,019 |
| ENEL Energie SA | - | 1,800,000 |
| Others | - | 410,157 |
| 858,861,443 | 655,136,481 |
The dividend income was subject to 5% Romanian withholding tax during the six month periods ended 30 June 2022 and 30 June 2021. In cases where the relevant shareholding of the Fund was above 10% of total share capital of the paying company, for at least one year prior to the dividend distribution date, a withholding tax exemption is applied.
According to the Annual Cash Distribution Policy of the Fund, the special cash distributions received from portfolio companies are not subject to Fund's dividend distribution to shareholders. The Fund Manager may propose the distribution to shareholders of such amounts after considering the on-going measures imposed by the Discount Control Mechanism and the available cash. For the purpose of the Annual Cash Distribution Policy of the Fund, the special cash distributions are the amounts distributed by the portfolio companies from other sources than the annual net profit included in the latest annual financial statements. From the total gross dividend income for the six month period ended 30 June 2022 a total amount of RON 199,798,481 represented special cash distributions (six month period ended 30 June 2021: RON 252,329,768).
The net gain/(loss) from other financial instruments at fair value through profit or loss for the six month period ended 30 June 2022 mainly comprised the realised gain from the change in the fair value of the receivable related to the unpaid share capital from the Romanian State which was classified at fair value through profit or loss due to the failure of Solely Payments of Principal and Interest (SPPI) test requested by IFRS 9. The fair value of this receivable as at 31 December 2021 was nil.
On 1 February 2022, the Romanian State, represented by the Ministry of Public Finance, transferred RON 189,182,422 to the Fund, as payment for all unpaid shares, consequently the value of the receivable related to the unpaid share capital from the Romanian State was updated accordingly, and the resulted difference was recorded as realised gain through profit or loss.
The remaining amounts recorded under this category represent the net loss generated by the change in fair value for the government bonds held by the Fund during the six month periods ended 30 June 2022 and 30 June 2021.
In January 2022, the Fund publicly announced that it had taken the decision to proceed with the partial sale of the investment in OMV Petrom SA (listed company) through an accelerated bookbuild offering. Consequently, as at 31 December 2021, the Fund reclassified, in accordance with IFRS 5 requirements, the part of the holding in OMV Petrom SA of RON 1,135,225,000 subject to the bookbuild offering, as non-current assets held for sale. The sale offering was completed on 19 January 2022 for 2,275,000,000 shares representing approximately 57% of Fund's holding in OMV Petrom SA and the gross proceeds received from the disposal amounted to RON 978,250,000.
The realised loss of RON 156,975,000 from the disposal of the non-current assets held for sale represents the difference between the total proceeds from the disposal (RON 978,250,000) and the fair value at the reclassification date of the non-current assets held for sale disposed of (RON 1,135,225,000).
There were no assets classified as non-current assets held for sale during the six month period ended 30 June 2021.
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| FTIS administration fees (i) |
54,409,595 | 38,814,681 |
| Intermediaries and other fees related to disposal of portfolio holdings (ii) |
7,544,385 | 9,702 |
| FSA monthly fees (iii) |
7,087,775 | 4,989,784 |
| Third party services (iv) |
3,952,896 | 3,300,527 |
| BON remunerations and related taxes (v) |
631,007 | 721,392 |
| Depositary bank fee | 217,842 | 279,718 |
| Other operating expenses | 527,225 | 560,380 |
| 74,370,725 | 48,676,184 |
The administration fees include the base fee and the distribution fee. The distribution fee related to dividend distributions to shareholders is recognised through profit or loss while the distribution fee related to the buy-backs is recognised directly in equity as buy-backs acquisition cost.
The administration fees recorded during the six month period ended 30 June 2022 and the six month period ended 30 June 2021 are presented in the table below:
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Base fee | 32,340,529 | 29,608,556 |
| Distribution fee related to dividend distributions to shareholders |
19,354,432 | 4,271,477 |
| Performance fee | 2,714,634 | 4,934,648 |
| Administration fees recognised in profit or loss | 54,409,595 | 38,814,681 |
| Distribution fees related to buy-backs recognised in equity | 18,277,786 | 2,096,558 |
| Total administration fees | 72,687,381 | 40,911,238 |
The administration fees are invoiced and paid on a quarterly basis.
These fees are related to the sale of 2,275,000,000 OMV Petrom stocks and consist mainly in brokerage fees, market fees and legal fees linked to the sale.
During the six month periods ended 30 June 2022 and 30 June 2021, the FSA fee was 0.0078% per month applied on the total net asset value.
Third party services recorded during the period included the following categories of expenses:
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Legal consultancy and litigation assistance | 1,080,741 | 1,161,166 |
| Portfolio valuation services | 725,445 | 572,852 |
| Financial auditor's fees | 482,185 | 389,542 |
| Board of Nominees accommodation, transport and | ||
| insurance costs | 324,626 | 231,135 |
| Public relations services | 228,754 | 158,038 |
| Tax compliance and advisory services | 221,305 | 219,057 |
| Investors' relations expenses | 218,478 | 29,733 |
| Other services | 671,362 | 539,004 |
| 3,952,896 | 3,300,527 |
The financial audit fees are recorded in the year they relate to. The financial auditor of Fondul Proprietatea for 2021 was Deloitte Audit SRL, while the financial auditor for 2022 is Ernst & Young Assurance Services SRL.
Remunerations and related taxes include the remunerations paid to the members of the Board of Nominees as well as the related taxes and contributions payable to the Romanian State budget (see Note 21 (a) for further details).
On 29 June 2020, the Fund extended the credit facility concluded with BRD - Groupe Societe Generale SA for a period of another two years, until 29 June 2022. The credit facility is for general corporate and operational use and has a committed amount of RON 45,000,000. The Fund may access, subject to bank's approval and in accordance with the provisions of the credit facility agreement, additional financing in excess of the said committed amount, without exceeding a total amount of RON 100,000,000 at any given time. The Fund decided not to extend the credit facility.
The finance costs for the six month period ended 30 June 2022 of RON 37,250 (six month period ended 30 June 2021: RON 45,250) comprise the commitment fee on undrawn amounts from the credit facility. No amount was drawn by the Fund during the period.
No current tax and no deferred tax were recorded during the six month periods ended 30 June 2022 and 30 June 2021.
| 6 months ended | 6 months ended | |
|---|---|---|
| 30 June 2022 | 30 June 2021 | |
| Reconciliation of effective tax rate | ||
| Net profit for the period | 4,129,747,178 | 1,801,054,436 |
| Withholding tax on the dividend income | (2,878,974) | (6,143,500) |
| Profit excluding income tax | 4,132,626,152 | 1,807,197,936 |
| Income tax (expense)/ benefit using the standard tax rate (16%) |
(661,220,184) | (289,151,670) |
| Impact on the income tax of: | ||
| Non-taxable income (other than dividend income) | 653,587,476 | 199,012,389 |
| Taxation applied on dividend income | 134,538,857 | 98,678,337 |
| Non-deductible expenses | (100,872,389) | (52,349,247) |
| Elements similar to revenues (taxable equity items) | - | (294,879) |
| Fiscal result impact in the current period | (28,912,733) | 37,961,570 |
| Tax on income (i.e. withholding tax on the dividend | ||
| income) | (2,878,974) | (6,143,500) |
The fiscal result impact as at 30 June 2022 of RON 28,912,733 included in the table above represents the unrecognised deferred tax asset for the tax losses recorded for the six month period ended 30 June 2022.
The fiscal result impact as at 30 June 2021 of RON 37,961,570 included in the table above represents the current tax on profit for the first six months of 2021 which was offset by the Fund's tax losses carried forward.
As at 30 June 2022 and 31 December 2021 there is no income tax due or to be recovered from the State Budget by the Fund.
See Note 15 Deferred tax for details regarding the deferred tax computation and recognition.
Basic earnings per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary paid shares in issue during the period, excluding the average number of ordinary shares purchased by the Fund and held as treasury shares (based on their settlement date). As at 30 June 2022 and 30 June 2021, none of the Fund's issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same.
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Profit for the period | 4,129,747,178 | 1,801,054,436 |
| Weighted average number of ordinary shares | 6,135,157,702 | 5,974,299,981 |
| Basic and diluted earnings per share | 0.6731 | 0.3015 |
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Petty cash | 415 | 536 |
| Current accounts with banks | 72,696 | 76,096 |
| Distributions bank accounts | 137,560,493 | 68,148,338 |
| Cash and current accounts | 137,633,604 | 68,224,970 |
| 30 June 2022 | 31 December 2021 | |
| Bank deposits with original maturities of less than three months | 121,026,664 | 347,303,041 |
| Interest accrued on bank deposits | 24,508 | 84,563 |
| Deposits with banks | 121,051,172 | 347,387,604 |
The cash held in the distributions bank accounts can only be used for payments to shareholders. Such payments are subject to a general statute of limitation, respectively the shareholders may request the payments only within a threeyear term starting with the distribution payment date, except for specific instances that are individually assessed.
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Dividends receivable | ||
| Hidroelectrica SA | 199,439,004 | - |
| Societatea Nationala a Sarii SA | 29,345,509 | - |
| Alcom SA | 824,054 | - |
| CN Administratia Porturilor Dunarii Fluviale SA | 158,364 | - |
| Other dividends receivable | - | 22,002 |
| 229,766,931 | 22,002 | |
| Impairment loss allowance | - | (22,002) |
| Total | 229,766,931 | - |
As at 30 June 2022 and 31 December 2021 there is no difference between the carrying amount and tax base of assets and liabilities that could result in amounts that are deductible/ taxable when determining taxable profit or tax loss of future periods. In consequence, as at 30 June 2022 and 31 December 2021, the net deferred tax position is nil as the Fund did not recognise any deferred tax asset or deferred tax liability.
As at 30 June 2022 the unused fiscal loss carried forward amounts to RON RON 3,000,035,282 out of which RON 2,499,510,496 will expire on 31 December 2022 and RON 500,524,785 will expire on 31 December 2027.
As at 30 June 2022 and 31 December 2021 the Fund did not recognise any deferred tax asset for the unused tax losses carried forward as there is a high probability that there will be insufficient future taxable profit against which the loss carried forward can be utilised.
The effective tax rate used to calculate the deferred tax position of the Fund is 16% (standard tax rate).
There was no movement in the deferred tax position during the six month periods ended 30 June 2022 and 30 June 2021. The deferred tax balances during both these periods were zero.
All Fund's equity investments are classified at fair value through profit or loss.
The equity instruments of the Fund are valued at fair value as follows:
The movement in the carrying amounts of equity investments at fair value through profit or loss during the six month periods ended 30 June 2022 and 30 June 2021 is presented below:
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| 12,577,678,606 | 9,246,709,268 | |
| Net gain/(loss) from equity investments at fair value through profit or loss |
3,295,329,846 | 1,189,630,744 |
| Subscriptions to share capital increase of portfolio companies |
23,970 | 10,415,110 |
| 15,873,032,422 | 10,446,755,122 |
As at 30 June 2022 and 31 December 2021 the Fund's portfolio comprised the following holdings:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Hidroelectrica SA | 12,559,800,000 | 9,040,900,000 |
| OMV Petrom SA | 823,167,188 | 842,585,491 |
| CN Aeroporturi Bucuresti SA | 695,600,000 | 674,200,000 |
| Engie Romania SA | 440,300,000 | 522,700,000 |
| Administratia Porturilor Maritime SA | 298,900,000 | 294,400,000 |
| Societatea Nationala a Sarii SA | 253,400,000 | 216,700,000 |
| E-Distributie Banat SA | 175,200,000 | 245,100,000 |
| E-Distributie Muntenia SA | 162,500,000 | 206,700,000 |
| E-Distributie Dobrogea SA | 140,300,000 | 184,000,000 |
| Alro SA | 102,038,600 | 131,192,485 |
| Enel Energie SA | 61,100,000 | 61,100,000 |
| Romaero SA | 44,072,818 | 41,449,436 |
| Enel Energie Muntenia SA | 33,100,000 | 33,100,000 |
| Zirom SA | 26,156,500 | 26,156,500 |
| CN Administratia Canalelor Navigabile SA | 15,831,240 | 15,831,240 |
| Other | 41,566,077 | 41,563,454 |
| Total equity investments | 15,873,032,422 | 12,577,678,606 |
None of the equity investments are pledged as collateral for liabilities.
As at 30 June 2022, the classification of the fair value of equity investments of RON 15,873,032,422 by fair value hierarchy level (see Note 4 for more details) is as follows: RON 925,205,788 under Level 1 (31 December 2021: RON 973,777,976) and RON 14,947,826,634 under Level 3 (31 December 2021: RON 11,603,900,630).
The table below presents the movement in Level 3 equity investments during the six month periods ended 30 June 2022 and 30 June 2021:
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Opening balance | 11,603,900,630 | 7,642,697,782 |
| Net unrealised gain recognised in profit or loss | 3,343,902,034 | 910,887,875 |
| Subscriptions to share capital increase of portfolio companies |
23,970 | 10,415,110 |
| Disposals | - | - |
| Transfers in/(out) of Level 3 | - | - |
| Closing balance | 14,947,826,634 | 8,564,000,767 |
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on 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 on Level 3. Assessing the significance of an input to the fair value measurement in its entirety requires significant judgment, considering factors specific to the asset.
The Fund considers observable data to be 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 Level 3, the equity investments valuations were performed using valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs, which ensures that the underlying data is accurate, and that appropriate inputs were used in the valuation.
As at 30 June 2022, the fair value for 91% of the Level 3 equity investments (31 December 2021: for 89% of the Level 3 equity investments) was determined by applying the market comparison technique using comparable trading multiples for EBITDA, while the fair value for almost 9% of the Level 3 equity investments (31 December 2021: for almost 11% of the Level 3 equity investments) was determined by applying the income approach using the discounted cash flow method. There was no significant change in the valuation technique used for the valuation of the holdings as at 30 June 2022 compared with that used as at 31 December 2021.
The valuation for the Level 3 equity investments as at 30 June 2022 was prepared as follows:
84.0% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the independent valuer as at 31 May 2022 incorporating the impact of any significant corporate action that took place until 30 June 2022 based on financials as at 30 April 2022;
14.5% of the fair value of Level 3 equity investments was determined based on the valuation report updated with the assistance of the independent valuer as at 31 May 2022 incorporating the impact of any significant corporate action that took place until 30 June 2022 based on financials as at 31 March 2022;
1.2% of the fair value of Level 3 equity investments was determined based on the valuation reports prepared with the assistance of an independent valuer as at 31 October 2021;
0.3% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price;
the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil.
The valuation for the Level 3 equity investments as at 30 June 2021 was prepared as follows:
97.3% of the fair value of Level 3 equity investments was determined based on the valuation reports updated with the assistance of the independent valuer as at 31 May 2021 incorporating the impact of any significant corporate action that took place until 30 June 2021;
2.1% of the fair value of Level 3 equity investments was determined based on the valuation reports prepared with the assistance of an independent valuer as at 31 October 2020;
0.7% of the fair value of Level 3 equity investments representing listed but illiquid holdings was determined based on the last available Bucharest Stock Exchange reference price;
the holdings in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity were valued at nil.
The Fund's Sole Director believes that the fair values of the equity investments presented in these condensed interim financial statements represent the best estimates based on available information and under the current conditions.
The valuations are based on prevailing market, economic and other conditions at the valuation date and correspond with a period of significant volatility in global financial markets and widespread macro-economic uncertainty. To the extent possible, these conditions were reflected in the valuation. However, the factors driving these conditions can change over relatively short periods of time. The impact of any subsequent changes in these conditions on the global economy and financial markets generally, and on the Fund's portfolio holdings specifically, could impact the estimated fair values in the future, either positively or negatively.
The achievement of the forecasts included in the valuation reports critically depends on the assumptions used, on the specific developments of the portfolio companies' business, on government legislation and, in case of electricity sector, on the decisions regarding the regulated tariffs for electricity distribution as well as on the continuing restructuring process of the power sector.
As a result, the current valuation may not have identified, or reliably quantified the impact of all such uncertainties and implications.
The Fund's management has analysed the period between the date of the valuation reports and the date when these condensed interim financial statements were authorised for issue and 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.
Considering the economic uncertainties, the risks and the strong volatility existing in the capital markets, the Fund's Sole Director closely monitors the evolution of the economic environment and the effects of the economic measures on the Fund's portfolio companies. The Fund's Sole Director will perform a periodic analysis of multiples values of publicly traded peer companies and of the available portfolio companies' financial information and will adjust the value of unlisted holdings accordingly, if the case.
The Fund has an established control framework with respect to the measurement of fair values. This framework includes a valuation department and a valuation committee, both independent of portfolio management which have overall responsibility for fair value measurements.
The economic uncertainties are expected to continue in the foreseeable future and consequently, there is a possibility that the assets of the Fund are not recovered at their carrying amounts 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.
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 consider these factors in pricing a transaction.
For the financial investments classified as Level 1, the Fund had adequate information available with respect to active markets, with sufficient trading volume, for obtaining accurate prices.
The following tables set out information about the significant unobservable inputs used at 30 June 2022 and 31 December 2021 in measuring equity instruments classified as Level 3 in the fair value hierarchy:
| Financial assets |
Fair value as at 30 June 2022 |
Valuation technique |
Unobservable inputs range (weighted average) |
Relationship of unobservable inputs to fair value |
|
|---|---|---|---|---|---|
| Total | 14,947,826,634 | ||||
| Unlisted equity |
13,595 ,827,618 | Market approach - comparable |
EBITDA multiple ranging from 4.02 - 12.18 (11.74) |
The higher the EBITDA multiple, the higher the fair value. |
|
| instruments | companies (based on EBITDA multiple) |
Discount for lack of marketability: 7.69% or 16.20% (8.34%) |
The lower discount for lack of marketability, the higher the fair value. |
||
| Unlisted equity instruments |
1,292,962,631 | Income approach - discounted cash flow method |
Weighted average cost of capital ranging from 10.30% - 15.30% (13.96%) |
The lower the weighted average cost of capital, the higher the fair value. |
|
| and Listed illiquid equity instruments |
Discount for lack of marketability ranging from 11.4% - 16.2% (15.84%) |
The lower the discount for the lack of marketability, the higher the fair value. |
|||
| Discount for lack of control: 0% - 26.7% (17.87%) |
The lower the discount for the lack of control, the higher the fair value. |
||||
| Long-term revenue growth rate: 2.50% (2.50%) |
The higher the long-term revenue growth rate, the higher the fair value. |
||||
| Unlisted equity |
13,900,000 | Market approach - comparable |
Price/Earnings value: 6.14 (6.14) |
The higher the Price /Earnings multiple, the higher the fair value. |
|
| instruments | companies (based on Price /Earnings multiple) |
Discount for lack of marketability: 22.8% (22.8%) |
The lower the discount for the lack of marketability, the higher the fair value. |
||
| Unlisted equity instruments |
0 | Market approach - comparable companies (based on Revenue multiple) |
Revenue multiple: 0.43 (0.43) |
Irrespective of the evolution of the unobservable inputs, the value of this investment is zero due to the negative equity value of this company generated by a high level of net debts. |
|
| Listed illiquid equity instruments |
45,136,385 | Bucharest Stock Exchange reference price |
These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were considered to be those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority. |
| Financial assets |
Fair value as at 31 December 2021 |
Valuation technique |
Unobservable inputs range (weighted average) |
Relationship of unobservable inputs to fair value |
|
|---|---|---|---|---|---|
| Total | 11,603,900,630 | ||||
| Unlisted equity |
10,317,127,618 | Market approach - comparable |
EBITDA multiple ranging from 4.02 - 11.50 (10.88) |
The higher the EBITDA multiple, the higher the fair value. |
|
| instruments | companies (based on EBITDA multiple) |
Discount for lack of marketability: 16.20% (16.20%) |
The lower discount for lack of marketability, the higher the fair value. |
||
| Unlisted equity instruments |
1,230,362,631 | Income approach - discounted cash flow method |
Weighted average cost of capital ranging from 10.30% - 14.70% (11.53%) |
The lower the weighted average cost of capital, the higher the fair value. |
|
| and Listed illiquid equity instruments |
Discount for lack of marketability ranging from 11.4% - 16.3% (15.87%) |
The lower the discount for the lack of marketability, the higher the fair value. |
|||
| Discount for lack of control: 0% - 26.7% (17.89%) |
The lower the discount for the lack of control, the higher the fair value. |
||||
| Long-term revenue growth rate: 2.50% (2.50%) |
The higher the long-term revenue growth rate, the higher the fair value. |
||||
| Unlisted equity |
13,900,000 | Market approach - comparable |
Price/Earnings value: 6.14 (6.14) |
The higher the Price /Earnings multiple, the higher the fair value. |
|
| instruments | companies (based on Price /Earnings multiple) |
Discount for lack of marketability: 22.8% (22.8%) |
The lower the discount for the lack of marketability, the higher the fair value. |
||
| Unlisted equity instruments |
0 | Market approach - comparable companies (based on Revenue multiple) |
Revenue multiple: 0.43 (0.43) |
Irrespective of the evolution of the unobservable inputs, the value of this investment is zero due to the negative equity value of this company generated by a high level of net debts. |
|
| Listed illiquid equity instruments |
42,510,381 | Bucharest Stock Exchange reference price |
These shares are traded infrequently and have little price transparency. Fair values for these equity instruments were considered to be those used in the calculation of the net asset value of the Fund, in accordance with the regulations issued by the Financial Supervisory Authority. |
As at 30 June 2022 and 31 December 2021, the Fund's investments in companies in liquidation, dissolution, bankruptcy, insolvency, judicial reorganisation or which ceased their activity are valued at nil.
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 regarding some of a 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 a company's earning capacity.
EBITDA multiple: represents the most relevant multiple used when pricing 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 comparable companies are determined by dividing the enterprise value of a 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 its comparable peer group. Valuers estimate the discount for lack of marketability based on their 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 power of control considered under the discounted cash flow method, in order to derive the value of a minority shareholding in the equity of 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.
Price/Earnings multiple ("P/E"): Price/Earnings ratio is a market prospect ratio that calculates the market value of an investment relative to its earnings by comparing the market price per share by the earnings per share. It shows what the market is willing to pay for an investment based on its current earnings. Investors often use this ratio to evaluate what an investment's fair market value should be by predicting future earnings per share.
Price/Book value multiple: often expressed simply as price-to-book, this multiple measures a company's market price in relation to its book value (net assets). It reflects how many times the book value per share investors are ready to pay for a share. The Price/Book value multiple varies dramatically between industries. A company that requires more assets (e.g. a manufacturing company with factory space and machinery) will generally post a significantly lower price to book than a company whose earnings come from the provision of a service (e.g. a consulting firm).
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Bank of New York annual fee | 3,767,568 | - |
| Prepaid expenses | 545,014 | 189,896 |
| Subscriptions to share capital increase of portfolio companies | 30,030 | 54,000 |
| Other assets | 337,926 | 54,829 |
| 4,680,538 | 298,725 |
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Dividends payable, net of withholding tax | 137,852,529 | 408,217,038 |
| Payable to shareholders related to the return of capital | 28,664 | 28,664 |
| 137,881,193 | 408,245,702 |
The movement during the period is presented in the table below:
| 30 June 2022 | 30 June 2021(*) | 31 December 2021 | |
|---|---|---|---|
| Opening balance | 408,245,702 | 34,380,437 | 34,380,437 |
| Gross distributions approved during | |||
| the period, out of which: | 774,290,893 | 427,147,747 | 1,191,868,702 |
| Net distributions payable to | |||
| shareholders | 751,136,491 | 413,407,805 | |
| Dividend WHT due to State | |||
| Budget | 23,154,402 | 13,739,942 | (38,120,648) |
| Payments of net distributions | |||
| performed from the dedicated bank | |||
| accounts | (1,021,797,617) | (380,387,191) | (777,941,710) |
| Withholding tax paid/payable to | |||
| state budget Distributions for which the statute of |
(22,857,785) | (11,804,417) | |
| limitation occurred | - | (1,842,992) | (1,941,079) |
| Closing balance | 137,881,193 | 67,493,584 | 408,245,702 |
(*) 30th of June 2021 amounts were not restated to present withholding liability at full amount (currently presents only withholding amount afferent to dividend paid)
| 30 June 2022 |
31 December 2021 |
|
|---|---|---|
| FTIS Administration fees | 51,478,142 | 22,780,953 |
| Tax on dividends due to State Budget | 24,012,375 | 13,433,093 |
| Intermediaries and other transactions fees related to disposal of portfolio holdings |
1,371,877 | - |
| Financial Supervisory Authority fees | 1,249,218 | 946,208 |
| Payables related to treasury shares under settlement | - | 1,372,217 |
| Other liabilities | 1,427,038 | 1,595,354 |
| 79,538,650 | 40,127,825 |
The tax on dividends due to State Budget includes the accrual of RON 4,616,208 for the estimated withholding tax payable to State Budget during 2022 in relation with the dividend distributions approved by the Fund's shareholders during the 15 December 2021 meeting for which the payment started on 18 February 2022 (RON 991,472) and with the dividend distributions approved by the Fund's shareholders during the 20 April 2022 meeting for which the payment started on 27 June 2022 (RON 3,624,736).
On 1 February 2022, the Romanian State, represented by the Ministry of Finance paid RON 189,182,422 to the Fund, as payment for the unpaid shares owned by the Romanian State in the Fund (as at 31 December 2021, the Romanian State held 363,812,350 unpaid shares, each share having a nominal value of RON 0.52). This payment was performed in exercise of the Romanian State's rights under Law 247/2005 on the reform in the fields of property and justice, as well as some adjacent measures.
Consequently, starting 1 February 2022, the new value of the Fund's subscribed and paid-up share capital is RON 3,334,342,422.84 (divided into 6,412,196,967 shares with a nominal value of RON 0.52/share).
The table below presents the Fund's shares balance and their nominal value:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Number of shares in issue | 6,412,196,967 | 6,412,196,967 |
| Number of paid shares | 6,412,196,967 | 6,048,384,617 |
| Number of unpaid shares | - | 363,812,350 |
| Nominal value per share (RON) | 0.52 | 0.52 |
| Issued share capital (RON) | 3,334,342,422.84 | 3,334,342,422.84 |
| Paid share capital (RON) | 3,334,342,422.84 | 3,145,160,000.84 |
| Unpaid share capital (RON) | - | 189,182,422.00 |
The shareholders structure as at 30 June 2022 was as follows:
| Shareholder categories | % of subscribed and paid share capital |
|---|---|
| Romanian institutional | 35.58% |
| investors | |
| Romanian private individuals | 20.09% |
| The Bank of New York | |
| Mellon (depository bank for | 16.35% |
| the Fund's GDRs) | |
| Foreign institutional | 11.73% |
| investors | |
| Romanian State | 5.78% |
| Foreign private individuals | 2.95% |
| Treasury shares | 7.52% |
| Total | 100.00% |
Source: Depozitarul Central SA (Central Depositary)
Unpaid share capital represented the nominal value of certain contributions due to the Fund by the Romanian State, represented by the Ministry of Public Finance as shareholder, which were initially recorded as paid share capital (based on Law 247/2005) and in 2011 were considered unpaid following the final results of several litigations that took place in the past. Holders of unpaid shares are not entitled to vote or to receive dividends or other cash distributions, until the matters are legally clarified.
Due to the fact that there are no clear provisions regarding the unpaid share capital in the special legislation related to the Fund and that according to the general framework provided by the Companies' Law the deadline for the payment by the Romanian State represented by Ministry of Public Finance of the unpaid share capital expired, the Fund recorded a presentation adjustment as at 31 December 2017 for the entire balance of unpaid share capital against other reserves.
This adjustment was recorded in the financial statements only for presentation purpose.
As at 31 December 2021 the fair value of the receivable related to the unpaid amounts from the Romanian State was nil. On 1 February 2022, the Romanian State, represented by the Ministry of Public Finance, transferred RON 189,182,422 to the Fund, as payment for all unpaid shares mentioned above. The registration of the new share capital structure (subscribed and paid-up) and of the total voting rights of the Ministry of Public Finance with the Trade Registry, Financial Supervisory Authority and the Central Depositary was completed during the first quarter of 2022. Consequently, this presentation adjustment was reversed in the first quarter of 2022.
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Legal reserve | 666,868,485 | 666,868,485 |
| Other reserves | 230,576,693 | 671,941,938 |
| Distributions for which the statute of limitation occurred | 123,281 | 123,281 |
| Losses from cancellation of treasury shares (negative equity reserves) | - | (671,941,938) |
| 897,568,459 | 666,991,766 |
As required by the Romanian Companies' Law, a minimum 5% of the profit for the year must be transferred to the legal reserve until the reserve equals at least 20% of the issued share capital. The legal reserve cannot be used for distributions to shareholders. As at 30 June 2022 and 31 December 2021, the legal reserve amount represented 20% of the value of the issued share capital.
The amounts allocated to other reserves are to be used to cover the losses (negative reserves) recorded from cancellation of shares acquired through the buy-back programmes.
During the General Shareholder Meeting ("GSM") held on 20 April 2022 the shareholders authorized that the amount of RON 671,941,938, which was allocated to other reserves based on the 28 April 2021 GSM, be used to cover the negative reserve generated from the cancellation of shares acquired during 2020 through the eleventh buy-back programme. During the GSM held on 20 April 2022, the Fund's shareholders also approved the allocation to other reserves of an amount of RON 230,576,693 from the 2021 net accounting profit to be used for covering the negative reserves estimated to arise from the cancellation of treasury shares acquired during 2021 through the twelfth buy-back programme.
Losses from cancellation of treasury shares comprise the negative reserves related to the losses on the cancellation of treasury shares acquired at an acquisition value higher than the nominal value. These amounts will be covered from retained earnings and other equity elements, in accordance with the resolution of the General Shareholders Meeting.
Since January 2017, the Fund's share nominal value was constantly lower than its market price, situation which did not change up to the date of these financial statements. All buy-backs performed after this date were made at an acquisition price higher than the nominal value and consequently all cancellations of treasury shares acquired through the buy-back programmes generated negative reserves.
There was no negative reserve recorded during the six month periods ended 30 June 2022 and 30 June 2021.
The table below summarises the details regarding the thirteen buy-back programme, respectively the buy-back programme carried during 2022:
| GSM date approving the buy-back programme |
Starting date |
Completion date |
Acquisition price range as approved by GSM |
|
|---|---|---|---|---|
| Thirteen buy back programme |
15-Dec-2021 | 1-Jan-2022 | 31-Dec 2022 |
RON 0.2 – 2.5 per share |
The thirteen buy-back programme refers to the acquisition by the Fund of a maximum number of 800,000,000 shares and/or equivalent global depository receipts corresponding to the Fund's shares. The movement in the number of treasury shares (including the equivalent shares of GDRs bought-back) during the first six months of 2022 and the first six months of 2021 is presented in the tables below:
| Opening balance 1 January 2022 |
Acquisitions during the period |
Cancellations during the period |
Closing balance 30 June 2022 |
|
|---|---|---|---|---|
| 12th buy-back | 194,371,754 | - | - | 194,371,754 |
| 13th buy-back | - | 348,498,224 | - | 348,498,224 |
| 194,371,754 | 348,498,224 | - | 542,869,978 |
| Opening balance 1 January 2021 |
Acquisitions during the period |
Cancellations during the period |
Closing balance 30 June 2021 |
|
|---|---|---|---|---|
| 11th buy-back | 797,961,287 | - | - | 797,961,287 |
| 12th buy-back | - | 129,836,095 | - | 129,836,095 |
| 797,961,287 | 129,836,095 | - | 927,797,382 |
The movement of treasury shares carrying amounts during the first six months of 2022 and the first six months of 2021 is presented in the tables below:
| Opening balance 1 January 2022 |
Cost of treasury shares acquired |
Cancellation of treasury shares |
Closing balance 30 June 2022 |
|
|---|---|---|---|---|
| 12th buy-back | 331,650,005 | - | - | 331,650,005 |
| 13th buy-back | - | 785,725,857 | - | 785,725,857 |
| 331,650,005 | 785,725,857 | - | 1,117,375,862 | |
| Opening balance 1 January 2021 |
Cost of treasury shares acquired |
Cancellation of treasury shares |
Closing balance 30 June 2021 |
|
| 11th buy-back | 1,086,443,209 | 438,598 | - | 1,086,881,807 |
| 12th buy-back | - | 213,563,386 | - | 213,563,386 |
| 1,086,443,209 | 214,001,984 | - | 1,300,445,193 |
The dividend distributions for which the payments were ongoing at the reporting date are presented in the table below:
| Registration date of the shareholders in the shareholders' registry kept by the Central Depositary |
Gross dividend per share (RON) |
Source of distribution | Starting Payment Date |
Payment expiration date* |
|---|---|---|---|---|
| 10-Jun-19 | 0.0903 | 2018 profit | 01-Jul-19 | 01-Jul-22 |
| 10-Jun-20 | 0.0642 | 2019 profit | 01-Jul-20 | 01-Jul-23 |
| 28-May-21 | 0.0720 | 2016 and 2017 unallocated profits |
22-Jun-21 | 22-Jun-24 |
| 06-Aug-21 | 0.0700 | remaining balance of 2017 and 2019 unallocated profits |
27-Aug-21 | 27-Aug-24 |
| 28-Jan-22 | 0.0600 | remaining balance of 2019 unallocated profit |
18-Feb-22 | 18-Feb-25 |
| 3-Jun-22 | 0.1250 | 2021 profit | 27-Jun-22 | 27-Jun-25 |
* The dividend payment is subject to the general statute of limitation. As such, shareholders may request the payment only within a three-year term from the Starting Payment Date, unless the legislation provides for another term.
Only the shareholders registered in the shareholders' registry with the Central Depositary on the registration date approved by the Fund's shareholders have the right to receive the related gross dividend, proportionally with their participation in the paid-in share capital of the Fund.
During the 20 April 2022 General Shareholders Meeting, the Fund's shareholders approved the distribution of a gross dividend of RON 0.1250 per share from 2021 profit. The shareholders registered in the shareholders' registry with the Central Depositary on 3 June 2022 have the right to receive a gross dividend of RON 0.1250 per share, proportionally with their participation in the paid in share capital of the Fund. The payment started on 27 June 2022.
At 30 June 2022, the Fund was involved in certain litigations, either as defendant or claimant. After analysing the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, the Fund considers that there are no litigations which may have significant effects on the Fund's financial position or profitability.
Other contingencies of the Fund included the receivables from World Trade Center Bucuresti SA and the potential payable regarding CN Aeroporturi Bucuresti SA share capital increase, as detailed below.
Title II, Article 4 of Government Emergency Ordinance no. 81/2007 stipulated the transfer of World Trade Center Bucuresti SA receivables from the Authority for State Assets Recovery to the Fund, amounting to USD 68,814,198 (including the original principal and related interest and penalties) on 29 June 2007.
Between 2008 and 2010 the Fund recovered from World Trade Center Bucuresti SA, USD 510,131, EUR 148,701 and RON 8,724,888. Given the uncertainties regarding the recoverability of the amounts due by World Trade Center Bucuresti SA, the above amounts were recognised on receipt basis in the Fund's financial statements.
The amounts recovered from the enforcement procedure were accounted for by the Fund as contributions of the Romanian State to the share capital of the Fund, decreasing the receivable related to the unpaid capital.
In August 2013, World Trade Center Bucuresti SA filed a claim against the Fund asking the Fund to pay back all the amounts received through the enforcement procedure during 2010 and 2011 (EUR 148,701, USD 10,131 and RON 8,829,663).
On 7 July 2016, the Bucharest Court admitted the claim filed by World Trade Center Bucuresti SA and obliged Fondul Proprietatea to pay back the amounts recovered from the enforcement procedure (EUR 148,701, USD 10,131 and RON 8,829,663) and the related legal interest calculated for these amounts. During the period from July to August 2016, the Fund performed the payment of these amounts and the related legal interest to World Trade Center Bucuresti SA. The Court decision is irrevocable.
On 18 February 2020, the Court ruled in favour of the Fund in the case started against the Romanian State, represented by Ministry of Public Finance, for recovering the contributions of the Romanian State to the share capital of the Fund. The decision was issued in the first stage and Ministry of Public Finance appealed it. On 18 September 2020, Bucharest Court of Appeal admitted the appeal of Ministry of Public Finance. The Fund filled the second appeal which was rejected by the High Court of Cassation and Justice on 1 April 2021. Consequently, the amounts mentioned above are to be recovered by the Fund from World Trade Center Bucuresti SA.
The Fund has initiated legal actions in this respect, which are pending with the Court. In case that the court decision is unfavorable, the Fund - based on the argumentation of the Court and the argumentation of the High Court of Cassation and Justice in the previous claim against the State (which is yet to be communicated to us) will consider what other steps can be taken to recover the amount from the Romanian State, as payment for the shares which will be considered unpaid.
CN Aeroporturi Bucuresti called through the convening notice published in the Official Gazette of Romania Part IV no. 3873/20.09.2021, a General Shareholders Meeting for 25 October 2021, in order to approve a share capital increase with the land located inside the Baneasa airport, brought as Romanian state's contribution in kind to the company's share capital. The proposed value for the share capital increase was initially RON 3,814,809,171. This is the third time when the process to increase the share capital is initiated since 2001 when Baneasa Airport received the land ownership certificates.
During 26 October 2021 (i.e. second call of the shareholders meeting) the share capital increase was approved only with Romanian State votes in favour as follows:
Fondul Proprietatea already expressed its opinion strongly disputing the fundamentally flawed land valuation report, as the land valuation report carried out in 2021 attributes a very high value to the land, despite a previously approved valuation report from 2017, which had set the value of the same land at RON 269 million.
Fondul Proprietatea commenced court proceedings for the annulment of the shareholders resolutions asking the court to suspend the entire process till the claim for annulment case is irrevocably closed, to protect the interest of the Fund and its shareholders.
Following the hearing that took place on 13 January 2022, the Bucharest Court of Appeal admitted the request of suspension filed by the Fund and ordered the suspension of the effects of the increase until the claim for the annulment of the CN Aeroporturi Bucuresti GSM is irrevocably settled.
Considering the above, the dilution risk was assessed as not significant and thus no additional adjustments were applied to the valuation of the company.
The Fund will continue to update its shareholders regarding the share capital increase process. The duration of court cases in Romania is not predictable. However, the Fund will use all legal available means to have a solution for this issue as soon as possible.
(i) Board of Nominees ("BON")
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| BON gross remunerations | 631,007 | 721,392 |
| Contributions to social security fund retained from gross | ||
| remuneration | 72,372 | 53,417 |
| Contributions to health insurance fund retained from | ||
| gross remuneration | 28,944 | 21,364 |
| Income tax | 52,965 | 64,656 |
| Net remunerations paid to BON members | 476,726 | 581,955 |
Other costs incurred by the Fund in relation with the members of the Board of Nominees comprised:
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Professional insurance costs | 258,516 | 226,176 |
| Other costs (accommodation, transport, meals etc) |
66,110 | 4,959 |
| 324,626 | 231,135 |
During the first six months of 2021, there was performed a recalculation of the net remuneration for one of the BON members, for the entire period from the beginning of his mandate as member of the Fund's Board of Nominees until 31 December 2020, as a result of a different tax treatment that should have been applied in his case. Thus, the amount of RON 384,520 was paid to him as net remuneration while the corresponding overpaid contributions to the State Budget resulted following the recalculation were offset by the Fund with the taxes payable to the State Budget.
There were no loans between the Fund and the members of the Board of Nominees neither in the first six months of 2022 nor in the first six months of 2021.
There are no post-employment, long term or termination benefits related to the remuneration of the members of the Board of Nominees.
(ii) Sole Director and Investment Manager
FTIS is the Sole Director and Alternative Investment Fund Manager of the Fund starting with 1 April 2016. Starting 1 December 2020, the portfolio management and the administrative activities previously delegated to Franklin Templeton Investment Management Limited United Kingdom, Bucharest Branch are performed by FTIS through its Bucharest Branch.
The transactions carried out between the Fund and FTIS Luxemburg were the following:
| 6 months ended | 6 months ended | ||
|---|---|---|---|
| Transactions | 30 June 2022 | 30 June 2021 | |
| Administration fees | 72,687,381 | 40,911,238 | |
| The transactions carried out between the Fund and FTIS Bucharest Branch were the following: |
| 6 months ended | 6 months ended | |
|---|---|---|
| Transactions | 30 June 2022 | 30 June 2021 |
| Rent expense charged to the Fund | 42,032 | 41,553 |
| Operating cost charged to the Fund | 14,000 | 13,460 |
| 56,031 | 55,012 |
During the first six months of 2022, the Fund recorded RON 218,506 representing expenses incurred by FTIS Bucharest Branch on its behalf.
During the first six months of 2021, the Fund recorded RON 80,216 representing expenses incurred by FTIS Bucharest Branch on its behalf.
These expenses were primarily related to expenses in the interest of protecting and promoting the image of the Fund and its securities (investor relations). The recharge of these expenses to the Fund followed the provisions of the management agreement in place at the respective moment and was subject to Board of Nominees' approval.
The outstanding liabilities owed by the Fund were as follows:
| Amounts due to: | 30 June 2022 | 31 December 2021 |
|---|---|---|
| FTIS Luxembourg | 51,478,142 | 22,780,953 |
| FTIS Bucharest Branch | 215,806 | 251,935 |
| 51,693,948 | 23,032,888 |
There are no other elements of compensation for key management besides those described above.
The Fund had the following subsidiaries, all of which are incorporated in Romania:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Ownership interest | ||
| Zirom SA | 100% | 100% |
| Alcom SA | 72% | 72% |
| Comsig SA | 70% | 70% |
As at 30 June 2022 and 31 December 2021, Comsig SA was in administrative liquidation process, which is still ongoing at the date of these condensed interim financial statements. In April 2021, the Fund received from Comsig SA as liquidation proceeds an amount of RON 62,154. Until the date of these condensed interim financial statements, Comsig SA was not deregistered from Trade Registry.
The fair value of investments in subsidiaries is presented in the table below:
| 30 June 2022 | 31 December 2021 | |
|---|---|---|
| Zirom SA | 26,156,500 | 26,156,500 |
| Alcom SA | 9,453,631 | 9,453,631 |
| Comsig SA | - | - |
| 35,610,131 | 35,610,131 |
As at 30 June 2022 and 31 December 2021, the Fund had no commitment to provide financial or other support to its subsidiaries, including commitments to assist the subsidiaries in obtaining financial support.
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Gross dividend income | ||
| Alcom SA | 824,054 | 233,725 |
| 824,054 | 233,725 | |
| 31 December | ||
| Dividends receivable | 30 June 2022 | 2021 |
| Alcom SA | 824,054 | - |
| 824,054 | - |
As 30 June 2022 and 31 December 2021 the Fund had two associates, both incorporated in Romania:
| 30 June 2022 |
31 December 2021 | ||
|---|---|---|---|
| Ownership interest | |||
| Societatea Nationala a Sarii SA | 49% | 49% | |
| Plafar SA | 49% | 49% |
| 6 months ended 30 June 2022 |
6 months ended 30 June 2021 |
|
|---|---|---|
| Gross dividend income | ||
| Societatea Nationala a Sarii SA | 29,345,509 | 5,626,066 |
| Plafar SA | - | 116,856 |
| 29,345,509 | 5,742,921 | |
| Dividends receivable | 30 June 2022 | 31 December 2021 |
| Societatea Nationala a Sarii SA | 29,345,509 | - |
| Plafar SA | - | - |
| 29,345,509 |
As at 31 March 2022 there was a balance due by Societatea Nationala a Sarii SA to the Fund amounted RON 7,618 (31 December 2021: RON 7,519) which comprised the outstanding dividend receivable distributed in 2018 of RON 6,378 (31 December 2021: RON 6,378) and the penalties for delay payment of dividends of RON 1,240 (31 December 2021: RON 1,142). As at 31 March 2022 and 31 December 2021, this outstanding balance due by Societatea Nationala a Sarii SA to the Fund was fully impaired. In April 2022, Societatea Nationala a Sarii SA paid to the Fund the entire outstanding balance.
During the Ordinary General Meeting of Shareholders of OMV Petrom S.A held on 26 July 2022 the company's shareholders approved the distribution of a special dividend with a gross value amounting to RON 0.0450 per share with 10 August 2022 as Ex-Date, 11 August 2022 as Record Date and Payment date 2 September 2022.
During the Extraordinary General Meeting of Shareholders of OMV Petrom S.A. held on 27 April 2022 the company's shareholders approved the initiation of the share capital increase operation of OMV Petrom by in kind contribution of the Romanian State, represented by the Ministry of Energy, as a result of obtaining a number of 1,944 land ownership certificates (total area of land plots to be included in the share capital being of 1,379.15 hectares). On 21 June 2022, the company's Executive Board, based on the GSM pre-approval, approved the share capital increase as follows:
This operation has 5 July 2022 as Ex-date, 6 July as Record date and 7 July as Payment date.
| Item | 31 Dec ber 20 21 em |
30 Jun e 2 022 |
Diff ere nce s |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % o f th e net set as |
% o f th e tot al a t sse |
Cu rre ncy |
Tot al R ON |
% o f th e net set as |
% o f th e tot al a t sse |
Cu rre ncy |
Tot al R ON |
RO N |
||
| I. | Tot al a ts sse |
103 .385 3% |
100 .000 0% |
13,6 93,0 13,3 95.4 3 |
101 .333 4% |
100 .000 0% |
16,5 44,9 88,5 70.0 3 |
2,8 51,9 75, 174 .60 |
||
| 1 | Sec uriti nd m arke t ins trum ents t of whi ch: es a one y m , ou |
16.8 980 % |
16.3 445 % |
2,2 38,0 73,5 15.2 6 |
7.09 45% |
7.00 09% |
1,15 8,32 9,3 13.5 7 |
(1,0 79,7 44,2 01.6 9) |
||
| 1.1 | uriti nd m arke t ins trum ents ad mitt ed o r tra ded gula ted ket from Ro ia, sec es a one y m on a re mar man of w out hich : |
16.8 980 % |
16.3 % 445 |
2,2 38,0 73,5 15.2 6 |
7.09 45% |
7.00 09% |
1,15 8,32 9,3 13.5 7 |
(1,0 79,7 44,2 01.6 9) |
||
| 1.1. 1 lis ted sha trad ed in th e la st 3 0 tr adin g da res ys |
16.2 384 % |
15.7 066 % |
- | 2,1 50,7 14,6 39.0 2 |
5.93 82% |
5.86 00% |
- | 969 ,543 ,454 .80 |
(1,1 81, 171 ,184 .22) |
|
| 1.1. 2 lis ted sha not trad ed in th e la st 3 0 tr adin g da res ys |
0.07 74% |
0.07 48% |
- | 10,2 52,3 47. 13 |
0.06 28% |
0.06 19% |
- | 10,2 52,3 47. 13 |
- | |
| 1.1. 3 ot her sim ilar uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.1. 4 b ond s |
0.58 22% |
0.56 31% |
- | 77, 106 ,529 .11 |
1.09 35% |
1.07 90% |
- | 178 ,533 ,51 1.64 |
101 ,426 ,982 .53 |
|
| 1.1. 5 ot her title de bts |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.1. 6 ot her uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.1. 7 m arke t ins trum ents one y m |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.1. 8 a llotm righ dm itted trad ing ent ts a at |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2 | Sec uriti nd m arke t ins trum ents ad mitt ed o r tra ded gula ted ket from ber es a one y m on a re mar a m em stat ut o f wh ich: e, o |
0.00 00% |
0.00 00% |
- | 0.00 00% |
0.00 00% |
- | - | ||
| 1.2. 1 lis ted sha trad ed in th e la st 3 0 tr adin g da res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 2 lis ted sha not trad ed in th e la st 3 0 tr adin g da res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 3 ot her sim ilar uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 4 b ond s |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 5 ot her title de bts |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 6 ot her uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 7 m arke t ins trum ents one y m |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 1.2. 8 a llotm ent righ ts a dm itted at trad ing |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 1.3 | Sec fro uriti nd m arke t ins trum ents ad mitt ed o stoc k ex cha sta te n ot a mbe es a one y m n a nge m a me r tiate othe gula ted ket from ber , tha ular tate not t op tes or n ego s on an r re mar a s a m em era on a reg bas is a nd is re nize d a nd o ed t o th ubli d by the Fin ial S rvis Aut hor ity cog pen e p c, a ppr ove anc upe ory (FS A), out of w hich : |
0.00 00% |
0.00 00% |
- | 0.00 00% |
0.00 00% |
- | - | ||
| 1.3. 1 lis ted sha trad ed in th e la st 3 0 tr adin g da res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 2 lis ted sha not trad ed in th e la st 3 0 tr adin g da res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 3 ot her sim ilar uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 4 b ond s |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 5 ot her title de bts |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 6 ot her uriti sec es |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 1.3. 7 m arke t ins trum ents one y m |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 1.3. 8 a llotm ent righ ts a dm itted at trad ing |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 2 | New iss ued uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 3 | Oth h (1 ) let a) o f th ritie d m arke t ins trum ents ntio ned in a rt. 8 3 pa ter er s ecu s an one y m me rag rap e O.U .G. 32 / 20 12 o f wh ich: no. |
83.3 471 % |
80.6 180 % |
11,0 39,0 28, 581 .11 |
91.2 169 % |
90.0 166 % |
14,8 93,2 32,0 85.5 7 |
3,85 4,2 03,5 04.4 6 |
||
| - sh t ad mitt ed a t tra ding are s no |
% 83.3 471 |
% 80.6 180 |
- | 11,0 39,0 28, 581 .11 |
% 91.2 169 |
% 90.0 166 |
- | 14,8 93,2 32,0 85.5 7 |
3,85 4,2 03,5 04.4 6 |
|
| dee med de ben ture - re s |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| liste d bo nds - un |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - al lotm ent righ ts n ot a dm itted at trad ing |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - rig hts not adm itted at t rad ing |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - ot her fina ncia l ins trum ents |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| Item | 31 Dec ber 20 21 em |
30 Jun e 2 022 |
Diff ere nce s |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % o f th e net set as |
% o f th e tot al a t sse |
Cu rre ncy |
ON Tot al R |
% o f th e net set as |
% o f th e tot al a t sse |
Cu rre ncy |
ON Tot al R |
RO N |
||
| 4 | Ban k de its, out of w hich pos : |
2.62 28% |
2.5 370 % |
- | 347 ,387 ,604 .24 |
0.74 13% |
0.73 16% |
- | 121 ,05 1,17 2.12 |
(22 6,33 6,43 2.12 ) |
| 4.1 | fro ban k de its m ade wit h cr edit ins titut ions m R nia pos oma |
28% 2.62 |
% 2.5 370 |
- | 347 ,387 ,604 .24 |
13% 0.74 |
% 0.7 316 |
- | 121 ,05 1,17 2.12 |
(22 ) 6,33 6,43 2.12 |
| - in RO N |
2.62 28% |
2.5 370 % |
- | 347 ,387 ,604 .24 |
0.74 13% |
0.73 16% |
- | 121 ,05 1,17 2.12 |
(22 6,33 6,43 2.12 ) |
|
| 4.2 | ban k de its m ade wit h cr edit ins titut ions fro n E U s tate pos m a |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 4.3 | Ban k de its m ade wit h cr edit ins titut ions fro n-E U s tate pos m a n no |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5 | Der ivat ives fina ncia l ins trum ents tra ded gula ted ket, out of w hich on a re mar : |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5.1 | der ivat ives fina ncia l ins trum ents tra ded gula ted ket from Ro ia (f ard , fut d on a re mar man orw ure s an opt ions , etc ) , sw aps |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5.2 | der ivat ives fina ncia l ins trum ents tra ded gula ted ket from a E U s tate (fo rd, f utur nd on a re mar rwa es a ) opt ions , etc , sw aps |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5.3 | der ivat ives fina ncia l ins ded gula ted ket from EU e (f ard , fut trum ents tra stat on a re mar a n on- orw ure s and tion tc) op s, s wap s, e |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5.4 | der ivat ives fina ncia l ins trum ents tra ded gula ted ket (for d, f utu and tion on a re mar war res op s, s wap s, etc) |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 6 | Cur t ac nts and tty c ash t of whi ch: ren cou pe , ou |
0.5 150 % |
0.49 82% |
68,2 24, 969 .70 |
0.84 29% |
0.83 18% |
137 ,633 ,604 .66 |
69,4 08,6 34.9 6 |
||
| - in RO N |
0.5 150 % |
0.49 82% |
- | 68,2 17,1 61.5 8 |
0.84 29% |
0.83 18% |
- | 137 ,627 ,144 .35 |
69,4 09,9 82.7 7 |
|
| - in EUR |
0.00 00% |
0.00 00% |
EUR 72 8.90 |
3,60 6.67 |
0.00 00% |
0.00 00% |
EUR 54 7.39 |
2,7 07.0 6 |
(89 9.6 1) |
|
| - in GB P |
0.00 00% |
0.00 00% |
GBP 34 8.80 |
2,0 1 57.7 |
0.00 00% |
0.00 00% |
GBP 12 6.93 |
730 .16 |
(1,3 27. 55) |
|
| - in USD |
0.00 00% |
0.00 00% |
USD 49 0.48 |
2,14 3.74 |
0.00 00% |
0.00 00% |
USD 63 7.46 |
3,02 3.09 |
879 .35 |
|
| 7 | Mon arke t ins , oth han tho rad ed o ulat ed ket, ord ing rt. 8 2 le trum ents er t se t to a tter ey m n a reg mar acc g) o f th e O .U.G . 32 /20 12, din . no care : |
0.00 00% |
0.00 00% |
- | 0.0 0 |
0.0 000 % |
0.0 000 % |
- | 0.0 0 |
- |
| -tre ry b ills w ith o rigin al m atu ritie s of les s th 1 ye asu an ar |
0.00 00% |
0.00 00% |
- | 0.00 | 0.00 00% |
0.00 00% |
- | 0.00 | - | |
| 8 | Par ticip atio n tit les of F .I.A ./O. P.C .V.M |
- | - | - | - | - | ||||
| 9 | Div iden ds o her ivab le ri ghts r ot rece |
0.00 00% |
0.00 00% |
- | - | 1.40 73% |
1.38 87% |
- | 229 ,766 ,930 .66 |
229 ,766 ,930 .66 |
| - in RO N |
0.00 00% |
0.00 00% |
- | 0.00 | 1.40 73% |
1.38 87% |
- | 229 ,766 ,930 .66 |
229 ,766 ,930 .66 |
|
| - in EUR |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| - in USD |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 10 | Oth ts o ut o f wh ich: er a sse |
0.00 24% |
0.00 23% |
- | 298 ,725 .12 |
0.03 06% |
0.03 04% |
- | 4,9 75,4 63.4 5 |
4,6 76,7 38.3 3 |
| nte e de ited to the bro ker for the buy bac k te nde r of fer - gu ara pos |
0.00 00% |
0.00 00% |
- | 0.00 00% |
0.00 00% |
- | - | - | ||
| ceiv able late d to the h co ntrib utio ns t o th e sh ital incr erfo d by rtfo lio - re s re cas are cap eas es p rme po ies com pan |
0.00 04% |
0.00 04% |
- | 54, 000 .00 |
0.0 003 % |
0.0 005 % |
- | 30, 030 .00 |
(23, 970 .00) |
|
| ceiv able late d to tra ctio nde ttlem ent - re s re nsa ns u r se |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - tax divi den ds t o be red fro m th e S tate Bu dge t on rec ove |
0.00 00% |
0.00 00% |
- | - | 0.00 18% |
0.00 18% |
- | 294 ,92 6.4 1 |
294 ,92 6.4 1 |
|
| - int ible ets ang ass |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - ad ents for inta ngib le a ts van ce p aym sse |
0.00 05% |
0.00 05% |
- | 53, 682 .69 |
0.0 000 % |
0.0 000 % |
- | - | (53, 682 .69) |
|
| - ot her eiva bles rec |
0.00 00% |
0.00 00% |
- | 1,14 6.25 |
0.02 51% |
0.02 48% |
- | 4,1 05,4 93.4 3 |
4,1 04,3 47. 18 |
|
| - in RO N |
0.00 00% |
0.00 00% |
- | 1,14 6.25 |
0.00 21% |
0.00 20% |
- | 337 ,92 5.8 6 |
336 ,77 9.6 1 |
|
| - in EUR |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
EUR - |
- | - | |
| - in USD |
0.00 00% |
0.00 00% |
- | - | 0.02 31% |
0.02 28% |
USD 79 4,44 3.23 |
3,7 67,5 67.5 7 |
3,7 67,5 67.5 7 |
|
| id e - pr epa xpe nse s |
0.00 14% |
0.00 14% |
- | 189 ,89 6.18 |
0.00 33% |
0.00 33% |
- | 545 ,013 .61 |
355 ,11 7.43 |
| Item | 31 | Dec ber 20 21 em |
30 Jun e 2 022 |
Diff ere nce s |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % o f th et e n et ass |
% o f th e tota l et ass |
Cu rre ncy |
Tot al R ON |
% o f th et e n et ass |
% o f th e tot al a t sse |
Cu rre ncy |
Tot al R ON |
RO N |
||
| II | Tot al l iab ilitie s |
3.38 52% |
3.27 45% |
- | 448 ,373 ,527 .12 |
1.33 35% |
1.31 58% |
217 ,714 ,768 .93 |
(23 0,65 8,75 8.19 ) |
|
| 1 | Liab ilitie s in rel atio ith t he p ents of f du e to the A.F .I.A n w aym ees |
0.17 39% |
0.16 82% |
- | 23, 032 ,887 .84 |
0.3 153 % |
0.3 111 % |
- | 51,4 78, 142 .21 |
28,4 45,2 54.3 7 |
| - in RO N |
0.00 19% |
0.00 18% |
- | 251 ,934 .52 |
0.00 00% |
0.00 00% |
0.00 | (25 1,93 4.5 2) |
||
| - in EUR |
% 0.1 720 |
% 0.1 664 |
EUR 4,6 03,9 79.9 8 |
22, 780 ,95 3.32 |
% 0.3 153 |
% 0.3 111 |
EUR 10 ,40 9,29 7.98 |
51,4 78, 142 .21 |
28, 697 ,18 8.89 |
|
| 2 | Liab ilitie late d to the fee yab le to the de itary ba nk s re s pa pos |
0.00 04% |
0.00 04% |
- | 48, 030 .20 |
0.0 002 % |
0.0 002 % |
- | 37,9 47. 18 |
(10 ,083 .02) |
| 3 | fee Liab ilitie late d to the yab le to inte diar ies s re s pa rme |
0.00 20% |
0.00 19% |
- | 262 ,242 .00 |
0.00 88% |
0.00 87% |
- | 1,44 3,95 5.10 |
1,18 1,71 3.10 |
| - in RO N |
0.00 00% |
0.00 00% |
0.00 | 0.00 84% |
0.00 83% |
1,37 1,87 7.3 1 |
1,37 1,87 7.3 1 |
|||
| - in USD |
0.00 20% |
0.00 19% |
USD 60 ,00 0.00 |
262 ,242 .00 |
0.00 04% |
0.00 04% |
USD 15,1 98.5 9 |
72,0 77.7 9 |
(19 0,16 4.2 1) |
|
| 4 | Liab ilitie late d to mis sion d ot her ban k se rvic s re com s an es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 5 | Inte rest yab le pa |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 6 | Issu anc e ex pen se |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 7 | Liab ilitie s in rel atio ith t he f /com mis sion s to FS A n w ees |
0.00 71% |
0.00 69% |
- | 946 ,208 .06 |
0.00 77% |
0.00 76% |
- | 1,24 9,2 17.4 4 |
303 ,009 .38 |
| 8 | Aud it fe es |
0.00 06% |
0.00 06% |
- | 78,7 04.6 9 |
0.00 09% |
0.00 09% |
- | 145 ,654 .39 |
66,9 49. 70 |
| 9 | Oth er L iabi litie f wh ich: ut o s, o |
3.19 09% |
3.08 65% |
422 ,633 ,236 .90 |
1.00 06% |
0.98 73% |
163 ,359 ,852 .61 |
(25 9,27 3,38 4.2 9) |
||
| - sh ort term dit f acil ity cre |
0.00 00% |
0.00 00% |
- | 0.00 | 0.00 00% |
0.00 00% |
- | 0.00 | - | |
| - lia bilit ies to th e F und 's sh hold rela ted to th e di vide nd dist ribu tion are ers |
3.1 665 % |
3.0 628 % |
- | 419 ,386 ,022 .90 |
0.8 726 % |
0.8 611 % |
- | 142 ,468 ,736 .72 |
(27 6,9 17,2 86. 18) |
|
| - lia bilit ies rela ted to th turn of ital e re cap |
0.00 02% |
0.00 02% |
- | 28, 664 .00 |
0.00 02% |
0.00 02% |
- | 28, 664 .00 |
- | |
| - lia bilit ies rela ted to G ent uriti nde ttlem ent ove rnm sec es u r se |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| ovis ions - pr |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| tion d re late d co ntrib utio - re mun era s an ns |
0.00 02% |
0.00 02% |
- | 26, 162 .00 |
0.0 005 % |
0.0 004 % |
- | 74, 108 .00 |
47, 946 .00 |
|
| Sta - VA T pa yab le to te B udg et |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | 6,98 5.33 |
6,9 85.3 3 |
|
| - tax divi den ds p ble to S tate Bu dge t on aya |
0.0 170 % |
0.0 165 % |
- | 2,2 64, 108 .00 |
0.12 06% |
0.1 190 % |
- | 19,6 91,0 93.0 0 |
17,4 26,9 85.0 0 |
|
| - ot her liab ilitie t of whi ch: s ou |
0.00 70% |
0.00 68% |
- | 928 ,28 0.00 |
0.00 67% |
0.00 66% |
- | 1,09 0,2 65.5 6 |
161 ,985 .56 |
|
| - in RO N |
0.00 70% |
0.00 68% |
- | 928 ,28 0.00 |
0.00 65% |
0.00 65% |
- | 1,06 9,04 9.79 |
140 ,769 .79 |
|
| - in EUR |
0.00 00% |
0.00 00% |
- | - | 0.00 01% |
0.00 01% |
EUR 4,2 90.0 0 |
21,2 15.7 7 |
21,2 15.7 7 |
|
| - in USD |
0.00 00% |
0.00 00% |
- | - | 0.0 000 % |
0.0 000 % |
USD - |
- | - | |
| - in GBP |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
GBP - |
- | - | |
| 10 | Pay able late d to buy bac ks u nde ttlem ent s re r se |
0.0 104 % |
0.0 100 % |
- | 1,37 2,2 17.4 3 |
0.00 00% |
0.00 00% |
- | 0.00 | (1,3 72,2 17.4 3) |
| III | Net As set Va lue (I - II) |
100 .000 0% |
96. 725 5% |
13,2 44, 639 ,868 .31 |
100 .000 0% |
98. 684 2% |
16,3 27,2 73,8 01. 10 |
3,0 82,6 33,9 32.7 9 |
| Item | 30 J | 30 J | Diff |
|---|---|---|---|
| 20 | 20 | ere | |
| 22 | 21 | nce | |
| une | une | s | |
| Net | 16,3 | 11,4 | 4,8 |
| As | 27,2 | 28,6 | 98,6 |
| set | 73,8 | 55, | 18,6 |
| Va | 01. | 132 | 68. |
| lue | 10 | .99 | 11 |
| Num ber of o utst and ing sha res |
5,86 9,32 6,98 9 |
5,9 18,5 48, 522 |
-49 ,22 1,53 3 |
| Uni valu tary t as set ne e |
2.7 817 |
1.93 09 |
0.85 08 |
| Iss uer |
Sym bol |
Dat f th e o e last tra din g sio ses n |
No of s har hel d es |
Nom l val ina ue |
Sha re val ue |
Tot al v alu e |
Sta ke i n th e issu er's pita l ca |
ul Pro Sta ke i n F ond prie tal ass tate a to ets |
ul Pro Sta ke i n F ond prie et ass tate a n et |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|---|
| Alro Sla tina SA |
ALR | 30- Jun -22 |
72,8 84,7 14 |
0.5 | 1.40 00 |
102 ,038 ,599 .60 |
10.2 1% |
0.6 167 % |
0.62 50% |
Clo sing pri ce |
| IOR SA |
IOR B |
29- Jun -22 |
2,62 2,2 73 |
0.1 | 0.10 10 |
264 ,849 .57 |
0.82 % |
0.00 16% |
0.00 16% |
Clo sing pri ce |
| OM V P m S A etro |
SN P |
30- Jun -22 |
1,68 8,54 8,07 8 |
0.1 | 0.48 75 |
823 ,167 ,188 .03 |
2.9 8% |
4.9 753 % |
5.04 17% |
Clo sing pri ce |
| o S Rom A aer |
RO RX |
21- Jun -22 |
1,31 1,69 1 |
2.5 | 33.6 000 |
44, 072 ,817 .60 |
7% 18.8 |
64% 0.26 |
99% 0.26 |
Clo sing pri ce |
| Tot al |
969 ,543 ,454 .80 |
5.86 00% |
5.93 82% |
1.2. Shares not traded in the last 30 trading days (working days)
| Issu er |
Sym bol |
st trad Dat f th e la e o ing ssi se on |
No of s har es hel d |
Nom l val ina ue |
Sha re val ue |
Tot al v alu e |
Sta ke i n th e issu er's pita l ca |
ul Pro Sta ke i n F ond prie tal ass tate a to ets |
ul Pro Sta ke i n F ond prie et ass tate a n et |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|---|
| Alc SA om |
ALC Q |
10- Feb -17 |
89,2 49 |
2.5 | 105 .924 2 |
9,45 3,62 8.93 |
71.8 9% |
0.05 71% |
0.05 79% |
Val ue b d o n th luat ion ort t 31 Oc tobe r 20 21 (ap plyi ng t he i ase e va rep as a nco me ch u sing the dis nted h flo etho d) app roa cou cas w m |
| Mec SA on |
ME CP |
30- Jun -21 |
60, 054 |
11.6 | 13.3 000 |
798 ,718 .20 |
12.5 1% |
0.00 48% |
0.00 49% |
Fair lue (La st tr adin rice ) va g p |
| Tot al |
10,2 52,3 47. 13 |
0.06 19% |
0.06 28% |
1.3. Shares not traded in the last 30 trading days (working days) for which the financial statements are not obtained within 90 days from the legal filing dates
Not the case
1.4. Allocation rights admitted to trading
Not the case
1.5. Preferred rights admitted to trading
Not the case
1.6. Bonds admitted to trading issued or guaranteed by local government authorities / corporate bonds
Not the case
1.7. Bonds admitted to trading issued or guaranteed by central government authorities
| ISIN de co |
Dat f e o the las t trad ing sio ses n |
No. of inst ent rum s |
Dat f e o uis itio acq n |
Cou pon dat e |
Due Da te |
Init ial V alu e |
ly inte Dai t res |
Cum ed inte ulat t res |
Cum ed dis ulat nt/ pre cou miu m |
Mar ket pric e / Ref ere nce ite com pos pric e |
Cur t va lue ren |
Sta ke i n tota l bo nds issu e |
Sta ke i n Fon dul Pro prie tate a l as tota set s |
Sta ke i n Fon dul Pro prie tate a net set as |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RO GR XA E5B EO2 |
30- Jun -22 |
5,00 0 |
27- Jan -22 |
08- Aug -22 |
08- Aug -22 |
25, 000 ,000 .00 |
2,7 39.7 3 |
895 ,890 .41 |
0.00 | 99.6 150 % |
25, 799 ,640 .41 |
0.22 94% |
0.15 59% |
0.15 80% |
Fair lue (ref ite va ere nce com pos |
| RO GR EO2 XA E5B |
30- -22 Jun |
20, 000 |
02- -22 Mar |
08- -22 Aug |
08- -22 Aug |
100 ,000 ,000 .00 |
10,9 58.9 0 |
3,58 3,56 1.64 |
0.00 | 99.6 150 % |
103 ,198 ,56 1.64 |
0.9 175 % |
0.62 37% |
0.63 21% |
pric ubli she d by Ma rkit, e p incl udin mul ated |
| RO GR XA E5B EO2 |
30- Jun -22 |
9,60 0 |
04- Mar -22 |
08- Aug -22 |
08- Aug -22 |
48, 000 ,000 .00 |
5,26 0.27 |
1,72 0,10 9.59 |
0.00 | 99.6 150 % |
49, 535 ,309 .59 |
0.44 04% |
0.29 94% |
0.30 34% |
g th e cu inte rest ) |
| Tot al |
6,19 9,56 1.64 |
178 ,533 ,51 1.64 |
90% 1.07 |
35% 1.09 |
1.8. Other securities admitted to trading on a regulated market
Not the case
1.9. Amounts under settlement related to the securities admitted or traded on a regulated market in Romania
Not the case
| 2. Se rit ies ad mi d o de d o lat ed ark fro be f E U, f w hic h: tte r t et tat t o cu ra n a re gu m m a m em r s e o ou |
|---|
| 2.1 . S ha de d i he las t 3 0 t rad ing da (w ork ing da ) tra n t res ys ys |
| No t th e c ase |
| 2.2 . B ds adm itte d t rad ing is d o d b loc al bli dm ini ati tho riti e b ds o t tee str rat on sue r g ua ran y pu c a on au es, co rpo on |
| t th No e c ase |
| ds adm itte d t rad ing is d o d b ral tho riti 2.3 . B o t tee ent ent on sue r g ua ran y c go ve rnm au es |
| t th No e c ase |
| 2.4 . O the riti adm itte d t rad ing ula ted ark in oth be EU o t et tat r s ecu es on a reg m er m em r s e |
| No t th e c ase |
| ts b ein led fo riti adm itte d t ad ed ula ted ark in oth be 2.5 . A EU ett r tr et tat mo un g s r s ecu es o o on a reg m er m em r s e |
| t th No e c ase |
| 3. Se rit ies mi t fr f E ad tte d o r t de d o lat ed ke be tat U cu ra n a re gu m ar om a no n-m em r s e o |
| 3.1 . S ha de d i he las t 3 0 t rad ing da (w ork ing da ) tra n t res ys ys |
| No t th e c ase |
| 3.2 . Is d b ds adm itte d t rad ing ed by lo cal tho riti e b ds de d i he la st 3 0 d s (w ork ing da ) o t nte ent rat tra n t sue on or gu ara go ve rnm au es, co rpo on ay ys |
| t th No e c ase |
| the riti adm itte d t rad ing ula ted ark in be f E 3.3 . O U o t et tat r s ecu es on a reg m a n on -m em r s e o |
| t th No e c ase |
| 3.4 . A ts b ein led fo riti adm itte d t ad ed ula ted ark in be f E U ett r tr et tat mo un g s r s ecu es o o on a reg m a n on -m em r s e o |
| No t th e c ase |
| 4. M rk ins ad ed lis ted lat ed ark in R ia et tru nts tr ets on ey ma me or on re gu m om an |
| t th No e c ase |
| Am be ing ttle d f ark ins ad mi d o ad ed ula ted ark in nia Ro nts et tru nts tte r tr et ou se or mo ne y m me on a reg m ma |
| t th No e c ase |
| 5. M rk ins ad ed lis ted lat ed ark fr he r E U mb et tru nts tr ets ot sta te on ey ma me or on re gu m om me er |
| No t th e c ase |
| der ttle rel d t rke t in dm itte d o ad ed ula ted ark in oth be Am EU M r S nts nt ate str ent r tr et tat se me ey reg er em e ou un o m on ma um s a on a m an |
| t th No e c ase |
| 6. ins lis fr f E M rk et tru nts tr ad ed ted lat ed ark ets be tat U on ey ma me or on re gu m om a no n-m em r s e o |
| No t th e c ase |
| Am der ttle rel d t rke t in dm itte d o ad ed ula ted ark in -EU M be r S nts nt ate str ent r tr et tat ou un se me o m on ey ma um s a on a reg m a n on em e |
| No t th e c ase |
7.1. Newly issued shares
Not the case
7.2. Newly issued bonds
Not the case
7.3. Preferential rights (after registration with the Central Depository, prior to admission to trading)
8.1 Other securities mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012
| Iss uer |
No. of sha res hel d |
l val Nom ina ue |
Sha re val ue |
Tot al v alu e |
Sta ke i n the issu er's ital % cap |
Sta ke i n F ond ul Pro prie tate a tota l as set s |
Sta ke i n Fon dul Pro prie tate a net set as |
Com tatu pan y s s |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|
| Aer rtul Inte rnat iona l Mi hail Ko galn icea opo nu - Con stan ta S A |
23, 159 |
10 | 72.5 290 |
1,67 9,69 9.1 1 |
20. 00% |
0.0 102 % |
0.0 103 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| a S Aer rtul Inte rnat iona l Tim isoa Tra ian Vui A opo ra - |
32,0 16 |
10 | 174 .912 5 |
5,59 9,99 8.60 |
20. 00% |
0.03 38% |
0.03 43% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng h flo d) the inco ch u sing the dis nted etho me app roa cou cas w m |
| CN Adm inis trat ia C lelo r Na viga bile SA ana |
203 ,160 |
10 | 77.9 249 |
15,8 31,2 22.6 8 |
20. 00% |
0.09 57% |
0.09 70% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion 31 Oct obe r 20 21 (ap plyi rt a s at ase e va repo ng the ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu es for EBI TDA ) |
| CN le S Adm inis trat ia P ortu rilor Du ii Fl uvia A nar |
27, 554 |
10 | 132 .796 6 |
3,65 9,07 7.52 |
00% 20. |
21% 0.02 |
24% 0.02 |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu es for ) EBI TDA |
| CN Adm inis trat ia P ortu rilor Du ii M arit ime SA nar |
21,2 37 |
10 | 190 .106 7 |
4,0 37,2 95.9 9 |
20. 00% |
0.02 44% |
0.02 47% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion 31 Oct obe r 20 21 (ap plyi rt a s at ase e va repo ng the ket ison hniq sing able ding ltipl tec tra mar com par ue u com par mu es for EBI TDA ) |
| CN e S Adm inis trat ia P ortu rilor Ma ritim A |
6,46 6,22 6 |
10 | 46. 224 7 |
298 ,899 ,356 .98 |
9% 19.9 |
66% 1.80 |
07% 1.83 |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo h flo d) inco ch u sing the dis nted etho me app roa cou cas w m |
| CN Aer rtur i Bu sti S A opo cure |
2,8 75,4 43 |
10 | 241 .910 5 |
695 ,599 ,853 .85 |
20. 00% |
4.2 043 % |
4.2 604 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Com ic O ia S plex ul E get lten A ner |
5,82 8,03 3 |
10 | 0.00 00 |
0.00 | 21. 55% |
0.00 00% |
0.00 00% |
Unl iste d co nies , in mpa fun ctio n |
Oct (val Val ue b d o n th luat ion rt a s at 31 obe r 20 21 ued ase e va repo t) at z du e to gat ive EBI T a nd h igh net deb ero ne |
| Com sig SA |
75,6 55 |
2.5 | 0.00 00 |
0.00 | 69. 94% |
0.00 00% |
0.00 00% |
Adm inis ive trat liqu idat ion |
Pric ed a t ze ro |
| E-D istri buti e B t SA ana |
9,22 0,64 4 |
10 | 19.0 008 |
175 ,199 ,612 .52 |
24. 12% |
1.05 89% |
1.07 30% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo ket ison tec hniq sing able tra ding ltipl es f mar com par ue u com par mu or EBI TDA ) |
| E-D istri but ie D obr a S A oge |
6,7 53, 127 |
10 | 20. 775 5 |
140 ,299 ,589 .99 |
24. 09% |
0.84 80% |
0.85 93% |
Unl iste d co nies , in mpa fun ctio n |
(ap Val ue b d o n th luat ion rt a s at 31 May 20 22 plyi ng t he ase e va repo ket ison hniq sing able ding ltipl es f tec tra mar com par ue u com par mu or EBI TDA ) |
| E-D istri buti e M unte nia SA |
3,25 6,39 6 |
10 | 49. 901 7 |
162 ,499 ,696 .27 |
12.0 0% |
0.98 22% |
0.99 53% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo ket ison tec hniq sing able tra ding ltipl es f mar com par ue u com par mu or EBI TDA ) |
| Ene l En ie M nia SA unte erg |
444 ,054 |
10 | 74.5 404 |
33,0 99,9 62.7 8 |
12.0 0% |
0.20 01% |
0.20 27% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu es for EBI TDA ) |
| Ene l En ie S A erg |
1,68 0,00 0 |
10 | 36.3 690 |
61, 099 ,920 .00 |
12.0 0% |
0.36 93% |
0.3 742 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu es for EBI TDA ) |
| ie R nia SA |
98 | 10 | 184 .172 1 |
440 1.13 |
11.9 | 2.6 612 % |
2.6 967 % |
Unl iste d co nies , in mpa fun ctio |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo es f ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu or EBI TDA |
| Eng oma Ger ovit al C etic s S A osm |
2,3 90,6 1,35 0,98 8 |
0.1 | 0.00 00 |
,299 ,87 0.00 |
9% 9.76 % |
0.00 00% |
0.00 00% |
n Ban krup tcy |
) Pric ed a t ze ro |
| Iss uer |
of No. sha res hel d |
l val Nom ina ue |
Sha re val ue |
Tot al v alu e |
Sta ke i n the issu er's ital % cap |
Sta ke i n F ond ul Pro prie tate a l as tota set s |
Sta ke i n Fon dul Pro prie tate a net set as |
Com tatu pan y s s |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|
| Unl iste d co nies , in mpa |
Val ue b d o n th luat ion rt a s at 31 May 20 22 (ap plyi ng t he ase e va repo ket ison tec hniq sing able tra ding ltipl es f mar com par ue u com par mu or |
||||||||
| Hid lect rica SA roe |
89,4 40, 313 |
10 | 140 .426 6 |
12,5 59,7 99,0 57.5 3 |
19.9 4% |
75.9 130 % |
76.9 253 % |
fun ctio n |
EBI TDA ) |
| Plaf ar S A |
132 ,784 |
10 | 16.3 634 |
2,1 72,7 97.7 1 |
48. 99% |
0.0 131 % |
0.0 133 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion 31 Oct obe r 20 21 (ap plyi rt a s at ase e va repo ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Pos ta R na S A oma |
14,8 71,9 47 |
1 | 0.93 46 |
13,8 99,3 21.6 7 |
6.48 % |
0.08 40% |
0.08 51% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the ket ison tec hniq sing able tra ding ltipl mar com par ue u com par mu es for Pric e/E ings ) arn |
| b S Rom plum A |
1,59 5,52 0 |
2.5 | 0.00 00 |
0.00 | 6% 33.2 |
00% 0.00 |
00% 0.00 |
Ban krup tcy |
Pric ed a t ze ro |
| Sal v S ubr iser A |
43, 263 |
2.5 | 0.00 00 |
0.00 | 8% 17.4 |
00% 0.00 |
00% 0.00 |
Ban krup tcy |
Pric ed at z ero |
| Sim SA tex |
132 ,859 |
2.5 | 0.00 00 |
0.00 | 30.0 0% |
0.00 00% |
0.00 00% |
Jur idic al re anis atio org n |
Pric ed a t ze ro |
| Soc Sa rii S A |
Unl iste d co nies , in mpa fun |
(ap Val ue b d o n th luat ion rt a s at 31 May 20 22 plyi ng t he ase e va repo h flo |
|||||||
| ieta Nat iona la a tea |
2,0 11,4 56 |
10 | 125 .978 3 |
253 ,399 ,807 .40 |
48. 99% |
1.53 16% |
1.55 20% |
ctio n |
inco ch u sing the dis nted etho d) me app roa cou cas w m |
| Wo rld T rad e C r Bu sti S A ente cure |
198 ,860 |
78.8 | 0.00 00 |
0.00 | 19.9 0% |
0.00 00% |
0.00 00% |
Inso lven cy |
Pric ed a t ze ro |
| Ziro m S A |
7,54 2,08 3 |
10 | 3.46 80 |
26, 155 ,943 .84 |
100 .00% |
0.15 81% |
0.16 02% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion rt a s at 31 Oct obe r 20 21 (ap plyi ase e va repo ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Tot al |
14,8 93,2 32,0 85.5 7 |
90. 016 6% |
91.2 169 % |
8.1.3. Unlisted shares valued at zero value (no updated financial statements submitted to the Trade Register)
| Issu er |
No of s har es hel d |
Nom ina l va lue |
Sha alu re v e |
Tot al v alu e |
Sta ke i r's cap n th e is sue ital |
Sta ke i n F ond ul Pro prie tate a to tal ets ass |
Sta ke i n F ond ul Pro prie tate et a t a n sse |
|---|---|---|---|---|---|---|---|
| Wo rld T rad e H l SA ote |
17,9 12 |
1 | 0.00 00 |
0.00 | 19.9 0% |
0.00 00% |
0.00 00% |
| Tot al |
0.00 | 0.00 00% |
0.00 00% |
8.1.4. Bonds not admitted to trading
Not the case
8.1.5. Amounts being settled for shares traded on systems other than regulated markets
Not the case
8.2. Other money market instruments mentioned in art. 83 paragraph (1) letter a) of the O.U.G. no. 32/2012
Commercial papers
Not the case
9.1. Available cash in the current accounts and petty cash in RON
| Ban k |
Cur t va lue ren |
Sta ke i n F ond ul P riet ate a to tal rop ets ass |
Sta ke i n F ond ul P riet ate et rop a n et ass |
|---|---|---|---|
| BRD G pe S ocie te G rale * rou ene |
137 ,560 ,493 .00 |
0.83 14% |
0.84 25% |
| ca C Ban rcia la R ome oma na |
51,5 49. 10 |
03% 0.00 |
03% 0.00 |
| CIT I Ba nk |
961 .64 |
0.00 00% |
0.00 00% |
| ING BA NK |
12,3 50.0 2 |
0.00 01% |
0.00 01% |
| Rai ffeis Ban k en |
440 .51 |
0.00 00% |
0.00 00% |
| Uni cred it Ti riac Ba nk |
933 .92 |
0.00 00% |
0.00 00% |
| Pet ty c ash |
416 .16 |
0.00 00% |
0.00 00% |
| Tot al |
137 ,627 ,144 .35 |
0.83 18% |
0.84 29% |
*The amount held with BRD Groupe Societe Generale represents cash held in the distributions bank accounts which can only be used for payments to shareholders.
| Ban k |
Cur ren cy |
Cur t val ren ue |
R exc NB han rate ge |
Cur (in RO t va lue ren N) |
Sta ke i n F ond ul Pro prie tate a to tal ets ass |
Sta ke i n F ond ul Pro prie tate et a t a n sse |
|---|---|---|---|---|---|---|
| BRD G pe S ocie te G rale rou ene |
EUR | 547 .39 |
4.94 54 |
2,7 07.0 6 |
0.00 00% |
0.00 00% |
| BRD G pe S ocie te G rale rou ene |
GB P |
126 .93 |
5.75 25 |
730 .16 |
0.00 00% |
0.00 00% |
| G pe S te G BRD ocie rale rou ene |
USD | 637 .46 |
4.74 24 |
3,02 3.09 |
00% 0.00 |
00% 0.00 |
| Tot al |
6,46 0.3 1 |
0.00 00% |
0.00 00% |
| Nam f th e b ank e o |
Sta rtin g d ate |
Mat urit y d ate |
Init ial v alu e |
Dai ly in tere st |
Cum ulat ive inte t res |
Cur lue (RO N) t va ren |
Sta ke i n F ond ul Pro prie tate a to tal et ass |
Sta ke i n F ond ul Pro prie tate et a t a n sse |
Val ion tho d uat me |
|---|---|---|---|---|---|---|---|---|---|
| ING BA NK |
29- Jun -22 |
06- Jul- 22 |
29, 500 ,000 .00 |
5,73 6.1 1 |
11,4 72.2 2 |
29, 511 ,472 .22 |
0.1 784 % |
0.18 07% |
|
| Ban ca C rcia la R ome oma na |
30- Jun -22 |
07- Jul- 22 |
27, 100 ,000 .00 |
4,0 65.0 0 |
4,0 65.0 0 |
27, 104 ,065 .00 |
0.16 38% |
0.16 60% |
Ban k de it va lue pos ulat ed w ith t he cum |
| G pe S te G BRD ocie rale rou ene |
30- -22 Jun |
01- 22 Jul- |
10,0 26,6 64. 16 |
1,1 14.0 7 |
1,1 14.0 7 |
10,0 27, 778 .23 |
0.06 06% |
0.06 14% |
dail late d in tere st y re for the iod from per star ting da te |
| Uni cred it Ti riac Ba nk |
30- -22 Jun |
01- 22 Jul- |
27, 300 ,000 .00 |
3,79 1.67 |
3,79 1.67 |
27, 303 ,79 1.67 |
0.16 50% |
0.16 72% |
|
| CIT I Ba nk |
30- Jun -22 |
07- Jul- 22 |
27, 100 ,000 .00 |
4,0 65.0 0 |
4,0 65.0 0 |
27, 104 ,065 .00 |
38% 0.16 |
60% 0.16 |
|
| Tot al |
121 ,026 ,664 .16 |
24, 507 .96 |
121 ,05 1,17 2.12 |
0.73 16% |
0.74 13% |
11.1. Future contracts
Not the case
11.2. Options
Not the case
11.3. Amounts under settlement for derivative financial instruments traded on a regulated market
Not the case
12.1. Forward contract
Not the case
12.2. Swap contract
Not the case
12.3. Contracts for differences
Not the case
12.4. Other derivative contracts regarding securities, currencies, interest or profitability rates or other derivative instruments, financial indices or financial indicators / other derivative contracts regarding goods to be settled in cash or which may be settled in cash at the request of one of the parties
Not the case
Treasury bills
Not the case
14. Participation titles in the O.P.C.V.M. / AOPC
14.1. Participation titles denominated in RON
Not the case
14.2. Participation titles denominated in foreign currency
Not the case
14.3. Amounts under settlement regarding participation titles denominated in RON
Not the case
14.4. Amounts under settlement regarding participation titles denominated in foreign currency
Not the case
15.1. Dividends receivable
| Iss uer |
Sy mb ol |
Ex div ide nd dat e |
No . of sh are s hel d |
Gro ss div ide nd |
Ne t d ivid end to be eiv ed rec |
Sta ke in Fo nd ul Pro pri eta tea tot al a ts sse |
Sta ke in Fo nd ul Pro pri eta tea net set as |
|---|---|---|---|---|---|---|---|
| CN Adm inis trat ia P ortu rilor Du ii Fl uvia le S A nar |
AP DF |
25- May -22 |
27, 554 |
158 ,364 .11 |
158 ,364 .11 |
0.00 10% |
0.00 10% |
| Hid lect rica SA roe |
HID R |
28- Apr -22 |
89,4 37,9 16 |
199 ,439 ,003 .64 |
199 ,439 ,003 .64 |
1.20 54% |
1.22 15% |
| Alc SA om |
ALC Q |
22- Jun -22 |
89,2 49 |
824 ,053 .86 |
824 ,053 .86 |
0.00 50% |
0.00 50% |
| Soc ieta tea Nat iona la a Sa rii S A |
SNS | 23- May -22 |
2,0 11,4 56 |
29, 345 ,509 .05 |
29, 345 ,509 .05 |
0.1 774 % |
0.1 797 % |
| Tot al |
229 ,766 ,930 .66 |
229 ,766 ,930 .66 |
1.38 88% |
1.40 72% |
15.2. Shares distributed without cash consideration
Not the case
15.3. Shares distributed with cash consideration
Not the case
15.4. The amount to be paid for shares distributed in exchange of cash consideration
Not the case
| Iss uer |
ISI N |
Ex div ide nd dat e |
. of No fer pre enc e rig hts |
Th etic al eor val of t he ue fer pre enc e rig ht |
To tal val ue |
Sta ke in F du l on Pro pri eta tea to tal ets ass |
Sta ke in F du l on Pro pri eta tea t ne et ass |
|---|---|---|---|---|---|---|---|
| IOR SA |
RO OQ MH 7NP L65 |
20- Jun -22 |
2,62 2,2 73 |
0.00 | 0.00 | 0.00 00% |
0.00 00% |
| Tot al |
0.00 | 0.00 | 0.00 00% |
0.00 00% |
| Item | 31 De ber 20 20 cem |
31 De ber 20 21 cem |
30 Ju 202 2 ne |
|---|---|---|---|
| Ne t A t sse |
10, 266 ,91 1,9 04. 10 |
13, 244 ,63 9,8 68. 31 |
16,3 27,2 73,8 01. 10 |
| NA V/s har e |
1.6 974 |
2.2 624 |
2.7 817 |
| Me tho d ty pe |
lev el Lev era ge |
Ex nt pos ure am ou |
|---|---|---|
| a) Gro tho d ss me |
97.2 2% |
15,8 73,0 34,3 47. 81 |
| b) Co itm ent tho d mm me |
100 .00% |
16,3 27,2 73,8 01. 10 |
Franklin Templeton International Services S.à r.l acting in its capacity of alternative investment fund manager of Fondul Proprietatea SA
BRD Groupe Societe Generale
Johan Meyer Victor Strâmbei Permanent representative Manager Depositary Department
Provisions of Accounting Law no. 82/1991, Art.30 and
FSA Regulation no. 5/2018, Art.223, par. A (1), letter c
The semi-annual report for the six-month period ended 30 June 2022 prepared for:
Entity: Fondul Proprietatea SA
Address: Bucharest, District 1, 76–80, Buzeşti Street, 7th Floor
Trade Registry Number: J40/21901/28.12.2005
Form of property: 22 (joint ownership with public capital under 50%, domestic and foreign public and private capital companies)
CAEN code and name: 6430 "Trusts, funds and similar financial entities"
Sole Registration Code: 18253260
The undersigned, Johan Meyer, Permanent Representative with Franklin Templeton International Services S.à r.l as Sole Director of Fondul Proprietatea SA, and Cadaru Catalin, Financial reporting manager, undertake the responsibility for the preparation of the semi-annual financial reporting as at 30 June 2022 and confirm that:
Johan Meyer
Permanent Representative
Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Catalin Cadaru
Financial Reporting Manager
Franklin Templeton International Services S.à r.l. acting in the capacity of Sole Director of Fondul Proprietatea SA
Fondul Proprietatea SA Premium Point (7th Floor) 76-80 Buzesti Street, 1st District Bucharest 011017 Romania
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