Quarterly Report • May 16, 2022
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 | 6 |
| Regulated Stock Market Trading. Management and Governance of the Fund Performance Objectives. GDR Facility. Investor Relations. Buy-back Programmes. 10 General Shareholders Meeting Resolutions in the First Quarter of 2022 Outlook for 2022. Regulatory Updates. |
6 7 8 9 9 12 13 15 |
| NAV Analysis and Portfolio Evolution | 17 |
| NAV Methodology and NAV Evolution 17 Investment Strategy and Portfolio Analysis 18 Energy Sector Updates Update on the Largest 10 Portfolio Holdings |
22 25 |
| Financial Statements Analysis 31 | |
| Subsequent Events | 35 |
| 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 | ||
| BVB | Bucharest Stock Exchange | ||
| NBR | National Bank of Romania | ||
| CIIF | Certification of registration of securities | ||
| 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 | ||
| IMF | International Monetary Fund | ||
| IPS | Investment Policy Statement | ||
| LSE | London Stock Exchange | ||
| NAV | Net Asset Value | ||
| 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 maximisation 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 Agreement in force between 1 April 2020 – 31 March 2022. The portfolio management and the administrative activities are performed by FTIS via its Bucharest Branch. 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.
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 | 37.06% | 38.36% |
| Romanian private individuals | 20.13% | 20.84% |
| The Bank of New York Mellon (GDRs)2 | 16.57% | 17.16% |
| Foreign institutional shareholders | 14.02% | 14.52 % |
| Foreign private individuals | 3.04 % | 3.14 % |
| Romanian State represented by Ministry of Finance | 5.78% | 5.98% |
| Treasury shares3 | 3.40% | - |
Source: Depozitarul Central SA
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 in exercise of the Romanian State's rights under Law 247/2005 on the reform in the fields of
1 Information provided based on settlement date of transactions
2 Fondul Proprietatea held 0 GDRs as at 31 March 2022
3 217,869,978 treasury shares out of which 23,498,224 treasury shares acquired during 2022, in the thirteen buyback program and 194,371,754 treasury shares acquired in the twelfth buyback program (during 2021)
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 with 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 issue a new certificate with no AC-4522-8/25.02.2022. As at the date of this report, there are no unpaid shares outstanding.
As at 31 March 2022 the Fund had 12,863 shareholders and the total number of voting rights was 6,194,326,989.
| Shareholder | Latest ownership disclosure | % of voting rights |
|---|---|---|
| NN Private Pension Funds | 11 April 2022 | 11.24% |
| Silver Point Capital Funds | 2 December 2021 | 10.85% |
| Ministry of Finance | 30 March 2022 | 5.97% |
| Allianz-Tiriac Private Pension Funds | 1 July 2019 | 5.05% |
| Share capital information | 31 March 2022 | 31 December 2021 | 31 March 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 |
Summary of Financial Results
The following table shows a summary of the financial information of the Fund during the period:
| NAV and share price developments* | Notes | Q1 2022 | Q1 2021 | YE 2021 |
|---|---|---|---|---|
| Total shareholders' equity at the end of the period (RON | 14,535.9 | 10,850.8 | 13,757.5 | |
| million) | ||||
| Total shareholders' equity change in period (%) | +5.7% | +5.7% | +34.0% | |
| Total NAV at the end of the period (RON million) | a | 14,535.9 | 10,850.8 | 13,244.6 |
| Total NAV change in period (%) | j | +9.7% | +5.7% | +29.0% |
| NAV per share at the end of the period (RON) | a | 2.3466 | 1.8166 | 2.2624 |
| NAV per share at the end of the period (USD) | a | 0.5272 | 0.4329 | 0.5176 |
| NAV per share change in the period (%) | +3.7% | +7.0% | +33.3% | |
| NAV per share total return in the period (%) | g | +3.7% | +7.0% | +47.8% |
| Share price as at the end of the period (RON) | b | 2.1100 | 1.7450 | 1.9900 |
| Share price low in the period (RON) | b | 1.7600 | 1.4400 | 1.4400 |
| Share price high in the period (RON) | b | 2.1100 | 1.7450 | 1.9900 |
| Share price change in the period (%) | +6.0% | +20.3% | +37.2% | |
| Share price total return in the period (%) | h | +9.2% | +20.3% | +48.5% |
| Share price discount to NAV as at the end of the period (%) |
d | -10.1% | -3.9% | 12.0% |
| Average share price discount in the period (%) | d | 10.8% | 7.0% | 5.7% |
| Average daily share turnover in the period (RON million) | c | 6.2 | 3.9 | 3.6 |
| GDR price as at the end of the period (USD) | e | 23.4000 | 20.4000 | 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 | 20.4000 | 22.6000 |
| GDR price change in the period (%) | +3.5% | +19.3% | +32.2% | |
| GDR price total return in the period (%) | i | +6.5% | +19.3% | +42.0% |
| GDR price discount to NAV as at the end of the period (%) |
d | -11.2% | -5.8% | 12.7% |
| Average GDR price discount in the period (%) | d | -11.7% | -9.5% | 7.6% |
| Average daily GDR turnover in the period (USD million) | f | 0.3 | 0.7 | 1.0 |
Source: Fondul Proprietatea, BVB (for shares), LSE and Bloomberg (for GDRs)
* NAV for the end of each period was computed in the last working day of the month
** Period should be read as Q1 2022/ Q1 2021/ year end 2021, respectively
The table below presents the unaudited results of the Fund in accordance with IFRS for the three months ended 31 March 2022:
| RON million | 31 March 2022 | 31 March 2021 |
|---|---|---|
| Profit for the quarter ended | 826.1 | 701.4 |
| Total shareholders' equity as at | 14,535.9 | 10,850.8 |
The main contributor to the profit recorded in the first quarter of 2022 was the net gain from equity instruments at fair value through profit or loss amounting to RON 821.2 million, generated by the valuation update 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 section Financial Statements Analysis.
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
In the quarter ended 31 March 2022, BVB had the lowest decline in local currency terms, and second decrease in EUR terms compared to the largest markets in Central Europe, as shown in the table below:
| % change in Q1 2022 | in local currency | in EUR |
|---|---|---|
| PX (Czech Republic) | -4.12% | -2.43% |
| BET-XT (Romania) | -3.40% | -3.26% |
| WIG20 (Poland) | -5.91% | -7.21% |
| BUX (Hungary) | -11.82% | -11.55% |
| ATX (Austria) | -14.25% | -14.25% |
Source: Bloomberg
Source: BVB, Bloomberg
Source: Bloomberg for Adjusted Share Price, Fondul Proprietatea for Discount / Premium
Note: 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
As of 31 March 2022, the share price was RON 2.11, a record high value which implied a trading discount of 4.26%, based on the latest NAV available at the date of the calculation.
During the first quarter 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 |
During 2021 the shareholders approved the new two-year mandate for FTIS as AIFM and Sole Director of the Fund starting with 1 April 2022, and all actions are completed for the start of the new mandate.
The renewal process for FTIS' mandate involved two steps, similar to 2017. The key commercial terms were approved as proposed during the shareholders' meeting that took place on 29 September 2021. During the second shareholder meeting from 15 December 2021, the shareholders approved:
According with the new AIFM Management agreement coming into force starting with 1 April 2022, the key commercial terms approved by shareholders on 29 September 2021 are:
| 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 will take 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.
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 website: www.fondulproprietatea.ro, in the About the Fund/Fund Overview section.
As of 31 March 2022, the structure of the Board of Nominees was:
Starting with 18 December 2021, Mr. Mark Gitenstein resigned from the position held as member of the Board of Nominees and Consultative Committees of the Fund. As a result, a succession plan for replacing Mr Mark Gitenstein was implemented and the election of a new member of the Board of Nominees for the vacant position approved by shareholders during the 20 April 2022 Ordinary General Shareholders Meeting.
For more details regarding the members of Board of Nominees please check the website of the Fund www.fondulproprietatea.ro.
For current updates, please see section Subsequent events.
According to the Management Agreement in force starting with 1 April 2022, the First Reporting Period of the mandate is from 1 January until 31 December 2022 and the Second Reporting Period is from 1 January 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 31 March 2022 was 3.73% higher than the 31 December 2021 NAV per share of RON 2.2624.
| NAV Objective | Amount RON | Details |
|---|---|---|
| Total NAV as 31 March 2022 | 14,535,940,090 | |
| Costs related to buy-backs after 31 December 2021 | 57,285 Fees related to thirteenth buy-back programme after 31 December 2021, excluding the distribution fees for buy backs. |
|
| Distribution fees for buy-backs performed after 31 Dec 2021 | 485,303 Distribution fees for buy-backs, after 31 December 2021 | |
| Costs related to the returns of capital and dividends after 31 December 2021 |
30,739 Fees charged by the Central Depositary and Paying Agent for the payments performed for dividends. |
|
| Total Adjusted NAV as at 31 March 2022 | 14,536,513,417 | |
| Number of Fund's paid shares, less treasury shares and GDRs held as at 31 March 2022 |
6,194,326,989 | |
| Adjusted NAV per share as at 31 March 2022 | 2.3468 | |
| NAV per share as at 31 December 2021 | 2.2624 | |
| Difference | 0.0844 | |
| % | 3.73% |
Source: Fondul Proprietatea
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.
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 shareholders meeting a dividend distribution of RON 0.1250 per share with payment date on 27 June 2022 and 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 (see details in the below subchapter Buy-back Programmes and Subsequent Events section).
In the period between 1 January 2022 and 31 March 2022, the discount to NAV was below 15% in 52 trading days (83% of the quarter) while in the remaining 11 days was above 15%.
| (Discount)/ Premium at the Start of the Reporting Period – 3 January 2022 |
(Discount)/ Premium at the End of the Reporting Period – 31 March 2022 |
Average (Discount)/ Premium for the Reporting Period 3 January – 31 March 2022 |
(Discount)/ Premium Range for the Reporting Period 3 January – 31 March 2022 |
|
|---|---|---|---|---|
| Share price | (3.83)% | (4.26)% | (10.81)% | (2.1)% – (24.0)% |
| GDR | (4.22)% | (6.10)% | (11.66)% | (1.7)% – (25.4)% |
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, i.e. 42,747,979 GDRs as at 31 March 2022, each GDR representing 50 shares. As at 31 March 2022, 1,062,452,100 of the Fund's issued shares were held by The Bank of New York Mellon, the GDR depositary bank, accounting for 21,249,042 GDRs, representing 49.71% of the GDR facility.
In the first three 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 a road-show in the United States and met with 17 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 quarter, we also participated to two online investor conferences, during which we discussed with representatives of 23 international institutional investors and brokers.
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, we organized the 2021 Annual Results Conference Call with institutional investors and financial analysts, where 28 professionals participated.
Furthermore, during the first quarter, 20 conference calls 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.
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.
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 | |
| (million 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 approved during April 2022 GSM. | ||||
| Thirteenth | Jan – Mar 2022 | 23.5 | May – June 2022 The programme was approved during 15 December | |
| 2021 GSM and started on 31 January 2022 and | ||||
| suspended on 14 March 2022 for the Tender Offer | ||||
| approved by FSA on 11 May 2022 | ||||
| TOTAL | 7,583.9 |
Source: Fondul Proprietatea
The chart below presents the evolution 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 quarter ended 31 March 2022, the Fund bought back a total number of 23,498,224 own shares within the thirteenth buy-back programme (out of which 22,678,924 ordinary shares and 819,300 ordinary shares
corresponding to GDRs), representing 0.37% of the total issued shares as at 31 March 2022, for a total acquisition value of RON 47,198,950.32, excluding transaction costs. The total number of own shares (including shares corresponding to GDRs) held by the Fund as at 31 March 2022 is 217,869,978 own shares, having a total nominal value of RON 113,292,388.56 (RON 0.52 per share). During Q1 2022 the Fund converted 16,386 GDRs into 819,300 ordinary shares. As at 31 March 2022, the Fund did not hold any GDRs.
The table below shows a summary of the buy-back programmes conducted during the first quarter of 2022* :
| No of shares of Total no of Programme Description shares GDRs shares 12th Opening balance as at 1 January 2022 193,776,054 595,700 194,371,754 Acquisitions - - - |
share capital*** |
|---|---|
| Conversions 595,700 (595,700) - |
|
| Closing balance as at 194,371,754 - 194,371,754 31 March 2022 |
3.03% |
| Weighted average price 1.7017 20.1058 1.6878 (RON per share; USD per GDR)** |
|
| Opening balance as at 13th - - - 1 January 2022 |
|
| Acquisitions 22,678,924 819,300 23,498,224 |
|
| Conversions 819,300 (819,300) - |
|
| Closing balance as at 31 March 2022 23,498,224 - 23,498,224 |
0.37% |
| Weighted average price 2.0126 21.2996 2.0086 (RON per share; USD per GDR)** |
|
| Total balance of treasury shares as at 31 All 217,869,978 - 217,869,978 March 2022 |
3.40% |
Source: Fondul Proprietatea
* Based on the transaction date
** Weighted average price is calculated based on 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 the shares. For more details, please see section Subsequent events.
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. Under this tender offer, the Fund intends to repurchase from its shareholders up to 325,000,000 shares (both in the form of shares and GDRs).
The daily execution of buy-backs for both shares on BVB and GDRs on LSE was suspended starting with 14 March 2022.
The Fund engaged 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.
For more details, please see section Subsequent events.
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 31 March 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.
There were no changes in the negative reserves balance during the quarter ended 31 March 2022.
The total negative reserves recorded by the Fund as at 31 March 2022 of RON 671,941,938 are related to the cancellation of the shares acquired within the eleventh buy-back programme. During the April 2022 Annual GSM, the shareholders approved the coverage of these negative reserves using the other reserves set up for this purpose as per the decision taken in the 2021 Annual GSM.
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 31 March 2022:
| Negative reserve that would arise on cancelation of the treasury shares in balance as at 31 March 2022 |
Buy-back programme 12 |
Buy-back programme 13 |
|
|---|---|---|---|
| Number of shares to be cancelled | (1) | 194,371,754 | 23,498,224 |
| 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 | 47,728,293 |
| Correspondent nominal value (NV = RON 0.52 per share) (RON) | (3)=(1)*NV | 101,073,312 | 12,219,076 |
| Estimated negative reserve to be booked on cancelation (RON) | (4)=(3)-(2) | (230,576,693) | (35,509,217) |
Source: Fondul Proprietatea
During the 20 April 2022 Annual GSM, 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 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 are completed (e.g. Financial Supervisory Authority endorsement, the 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 Q1 2022 there were no general shareholders meetings. Please see the Subsequent Events sections for additional information.
11 March 2022 marks 2 years since the World Health Organization declared the COVID-19 outbreak as a pandemic, however, the unpredictable behaviour of COVID virus is still contributing to the continued global pandemic context. During the first months of 2022, some countries have eased their COVID-19 restrictions. Starting with 9 March 2022 the Romanian Government announced that the state of alert and the local restrictions which were applied for preventing and combating the effects of the COVID-19 pandemic will cease.
Compared to last year projections, the outlook has deteriorated, largely because of the Russian invasion of Ukraine, starting with 24 February 2022, and the sanctions applied by many states with the aim to pressure Russia to end the hostilities.
Even if at the beginning of the year the risks associated with the pandemic have decreased, the war has brought new risks to the economic prospects which took a downwards trend.
In the April 2022 WEO, the IMF pined the economic deceleration on Russia's invasion of Ukraine. The war in Ukraine 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 upwards trend during January and February 2022, the war impact as well as 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 dynamics to 4.1% in 2022 and 3.6 in both 2023 and 20241 . In April 2022, according with IMF, the global growth was projected to slow from an estimated of 4.4% forecast issued in January to 3.6% in 2022 and 20232 (growth in 2021 was about 6.1%).
For Romania, according with April 2022 WEO, the real GDP for 2021 was of 5.9% and it is expected to moderate to 2.2% in 2022 and 3.4% to 20232 .
The economic outlook will depend on the evolution of the Russian-Ukrainian war, as well as the impact of economic sanctions and financial measures, as well as other potential measures. The inflation is now projected to remain elevated for much longer than the previous forecast, for advanced and emerging markets as well as for developing economies.
The Central European Bank projections from March 2022 show an annual inflation rate for Euro zone at around 5.1% for 2022, 2.1% for 2023 and 1.9% for 20241 .
From IMF projections from April 2022, the 2022 inflation is estimated at 5.7% in advanced economies and 8.7% for emerging markets and developing economies3 . The IMF signals that if the inflation will be high over the medium term, central banks will be forced to react faster than currently anticipated (raising interest rates and exposing debt vulnerabilities, particularly in emerging markets).
For Romania, according with May 2022 NBR Quarterly Inflation Report4 , it is estimated an increased infraltion rate of 14.2% at the end of the second quarter of 2022 and 12.5 % at yearend 2022.
Between August 2021 and February 2022, the crude oil prices increased by 36%, driven by a strong recovery in oil demand, effects of Omicron variant in late 2021 and the geopolitical tensions and Ukraine war in February 2022 and it is estimated that will increase with 55% in 20221 . In 2022, according with the International Energy Agency, the global demand of oil is projected to increase to 99.7 million barrels a day, the projection being with 1.1 million barrels a day downward compared with the previous one1 .
Russia's invasion of Ukraine has generated substantial volatility on financial markets. After the outbreak of the war, the initial growth was partially reversed, and the share prices decreased. The financial sanctions against Russia, including the exclusion from SWIFT of some Russian banks, did not cause severe market tensions or liquidity deficits in the euro banking system area.
1 https://www.ecb.europa.eu/pub/economic-bulletin/html/eb202202.en.html
2 World Economic Outlook, April 2022 (imf.org)
3 World Economic Outlook, April 2022 (imf.org)
4 https://www.bnr.ro/Raport-asupra-inflatiei,-mai-2022-24192.aspx
During the first quarter of 2022, the Romanian capital market1 registered a much higher increase for the investors on the BVB compared with previous year. The total value of share transactions increased in the first three months of 2022 by 105% compared to the same quarter of the previous year and amounted to RON 5.03 billion (EUR 1.02 billion). In the last trading session from March, the BET index had a decrease of 2.7%, reaching level of 12,712 points. The BET-TR index, which also includes dividends, ended the first quarter with a slight depreciation of 0.7% to a level of 22,949 points.
During Q1 2022, given the current economic context, mainly Ukraine war, the Fund has performed multiple assessments of the related impact on the valuation of unlisted holdings in the portfolio.
KPMG Advisory Romania has assisted with the preparation of an analysis of multiples' evolution between the last valuation date (31 October 2021/31 December 2022) and 28 February 2022 for all companies for which the market method is the primary method used. The impact was considered to be not significant, and no adjustment was made to the to the valuation for NAVs reported during the first quarter of 2022, however for some of the companies the Fund will continue to monitor the developments and will request a new valuation report from KPMG.
Regarding Hidroelectrica, the Fund performed multiple valuation reports with the help of KPMG Advisory Romania. In February 2022, with the help of KPMG Advisory Romania and based on preliminary results of Hidroelectrica for the full 2021 financial year, the Fund prepared a new valuation report, subsequent to 31 December 2021 NAV publication, which impact was booked in January 2022 NAV. The valuation date was 31 December 2021 with a new value of RON 9,040.9 million (total impact of the valuation update in the Fund's NAV as at 31 January 2022 resulted in a net increase of RON 512.9 million, an increase in value with 3.87%, compared with 31 December 2021).
In March 2022, following the company's GSM approval for listing the holding of Fondul in BVB, KPMG performed a new estimation of DLOM. The total impact was an increase in Hidroelectrica SA value was with 16.4% / RON 1,396.5 million on 31 March 2022 NAV compared to 31 December 2021 NAV (or 9.77% / RON 883.5 million compared with the last valuation report).
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.
Since the start of COVID-19, the Sole Director has taken a number of precautionary measures to limit the impact on the Fund's activity. The business continuity plan has been activated to protect and minimise risk to employees, while also ensuring no disruption to business operations and management of Fondul Proprietatea. The Sole Director has a robust and regularly tested work-from-home capability and 90% of Bucharest employees have worked remotely since 16 March 2020. The Fund's business operations continue to be fully functional. At its headquarters, additional hygiene and disinfection measures have been implemented.
The communication with the Fund's shareholders takes place smoothly in these circumstances: the Sole Director continues to provide regular updates to them via current reports, conference calls, usual calls, e-mails and updates on the Fund's website. Starting 10 March 2022, the only restriction that temporarily applies is that shareholders are able to visit the Fund's office, on a pre-arrangement basis.
The Sole Director does not envisage difficulties for the Fund in fulfilling commitments to shareholders and obligations to third parties, the current and estimated future cash flows being sufficient to cover the payments and the ongoing distributions to shareholders during the year.
1 https://bvb.ro/press/2022/BVB_Monthly%20report%20March%202022.pdf
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.
Documentation regarding the operation of the Fund as a closed-end type AIFRI, established as an investment company, managed by FTIS, including the in force Constitutive Act, can be consulted on the FP 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. Even though this suspension will not apply to finalised privatisations, these restrictions have an impact on the Romanian market and further complicates the long-awaited listing of energy producer Hidroelectrica SA, Romania's most valuable state company, and other ongoing sales of companies where the state holds shares. On 5 October 2020, GEO no. 166/2020 entered into force, setting exceptions from Law 173/2020. 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 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 15 August 2022 when Law 173/2020 ends its effects.
During 2020, the Parliament approved several changes to the Water Law which entered into force on 13 July 2020 while the Romanian Government changed the Water Law starting with 31 December 2020, via a GEO. 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 13 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.
For the purpose of calculating the water volume used by its hydropower plants to produce electricity, Hidroelectrica SA 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 the law, given the size and the variety of technical specifications of its power plants.
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 SA. On 8 February 2021, the Senate, as first chamber discussing the amendments, approved a change that would allow Hidroelectrica SA 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 producer of RON 33/ MWh. This would push Hidroelectrica SA production costs in an average hydrological year to around RON 528 million from around RON 350 million based on the system until 2020, leading to a more than 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.
The FSA website published on 30 March the draft Regulation for amending the FSA Regulation governing the GDRs to public consultation until 9 April 2022. The amendments to the FSA Regulation governing GDRs were approved by the FSA on 27 April and will enter into force on 10 May 2022, the date when it was published in the Official Gazette.
The draft regulation proposes to reduce the limit on the number of shares subject of an offer for which the 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 draft regulation proposes the removal of the provisions stating that the FSA may derogate from the provisions which set the limits for which GDRs may be issued and add provisions for delisting the GDRs. A response letter expressing the Fund disagreement to the proposed amendments and the reasons for keeping the existing rules submitted to the FSA on 8 April 2022.
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 at 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 31 March 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 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 | |||||
| million | million | million | RON million | % | RON 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.
The Fund's investment objective is the maximisation 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 92.2% of the Fund's NAV as at 31 March 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 includes bank deposits, current bank accounts, short-term 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 31 March 2022, % in total NAV
The portfolio remains heavily weighted in power, oil and gas sectors (approx. 73.7% of the NAV), through several listed and unlisted Romanian companies
Source: Fondul Proprietatea, data as at 31 March 2022, % in total NAV
Source: Fondul Proprietatea, data as at 31 March 2022, % in total NAV
The largest unlisted holding is Hidroelectrica SA (68.3% of the NAV)
Source: Fondul Proprietatea, data as at 31 March 2022; the chart reflects the company NAV value as a % in total NAV value of unlisted holdings
Source: Fondul Proprietatea, data as at 31 March 2022; the chart reflects the company NAV value as a % in total NAV value of listed holdings
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 per cent exercise of the upsize option held by the Fund in OMV Petrom S.A., following completion of an accelerated bookbuild offering. The shares' selling price has been agreed at 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 settlement, the Fund's remaining participation in Petrom is of 1,688,548,078 shares, representing 2.98 per cent of 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 call 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 the 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 Complexul Energetic Oltenia S.A. 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.
During January 2022, The European Commission has approved Romania's plans 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). Implementation of the plan will also lead to a symmetrical spin-off of Craiova II Power Plant Branch from CE Oltenia, process that CE Oltenia management currently estimates to be completed as of 30 June 2022.
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 GSM of CN Administratia Porturilor Maritime, the majority shareholder approved the increase of 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 advisors to be appointed in this process, a wider array of options with regards to a potential realization of all or part of its holding in the company.
On 5 July 2021, the general shareholders meeting of Salrom approved in principle the listing of Salrom on 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.
During 27 April 2022 EGM the shareholders approved the initiation of the share capital increase of 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 a also 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.
EGO no. 27/18.03.2022 extends the timeline for 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).
Electricity delivered to grid operator and power distributors with the aim of covering grid losses are excluded in setting the average realized price or delivered volumes.
According to article 14, paragraph (6), state-owned power producers are required to provide electricity at demand to the grid operator (Transelectrica)/power distribution operators within 5 days (in full or partially), while the agreements could conclude either via bilateral contracts or through centralized platforms.
The updated windfall tax methodology applies retroactively on the windfall tax due to be paid under Law 259 / 2021's provisions.
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.
For non-households with monthly electricity consumption exceeding 300 KWh threshold, the new provisions limit the supply component to RON 73 / MWh.
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.
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 starting 1 Jan 2022 (RON/MWh) |
Tariffs applicable starting 1 April 2022 (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 | 12.49% | 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 was 4% lower compared to the same quarter of 2021, while national electricity production decreased by 7%, Romania remaining a net power importer in Q1 2022, same as in Q1 2021.
As per OMV Petrom's estimates, national gas consumption was down by 11% compared to Q1 2021 on reduced end-users consumption. On the Romanian centralized markets, the weighted average price of natural gas for transactions with medium and long-term standardized products closed in Q1 2022 (9.4 TWh) was RON 469 / MWh (Q1 2021: RON 89 / MWh for standard products traded). Regarding short-term deliveries, on BRM dayahead market, the average price in Q1 2022 was RON 485 / MWh (Q1 2021: RON 87 / MWh).
Source: Bloomberg
| January – March 2022 | January – March 2021 | % change | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Total | Production | Import | Total | Production | Import | Total Production | Import | ||
| Net coal | 857.4 | 696 | 161.4 | 769.4 | 690.0 | 79.4 | 11.4% | 0.9% | 103.3% |
| Crude oil | 2356.9 | 732.7 | 1624.2 | 2,850.5 | 773.1 | 2,077.4 -17.3% | -5.2% | -21.8% | |
| Usable natural gas | 2505.6 | 1791.3 | 714.3 | 2,594.9 | 1,904.00 | 690.9 | -3.4% | -5.9% | 3.4% |
| Hidro. nuclear. and import energy | 1458.6 | 1276 | 182.6 | 1,456.0 | 1,294.60 | 161.4 | 0.2% | -1.4% | 13.1% |
| Import oil products | 818.7 | - | 818.7 | 538.6 | - | 538.6 | 52.0% | 0.0% | 52.0% |
| Others | 138.9 | - | 138.8 | 152.2 | - | 152.1 | -8.7% | 0.0% | -8.7% |
| Total resources | 8,136.1 | 4,496.0 | 3,640.0 | 8,361.6 | 4,661.70 | 3,699.8 | -2.7% | -3.6% | -1.6% |
Source: National Institute of Statistics webpage
| No | Name | Fund's stake (%) | Value as at 31 March 20221 (RON million) |
% of NAV as at 31 March 20221 |
|---|---|---|---|---|
| 1 | Hidroelectrica SA | 19.94% | 9,924.4 | 68.3% |
| 2 | OMV Petrom SA | 2.98% | 793.6 | 5.5% |
| 3 | CN Aeroporturi Bucuresti SA | 20.00% | 674.2 | 4.6% |
| 4 | Engie Romania SA | 12.00% | 522.7 | 3.6% |
| 5 | CN Administratia Porturilor Maritime SA | 20.00% | 294.4 | 2.0% |
| 6 | E-Distributie Banat SA | 24.13% | 245.1 | 1.7% |
| 7 | Societatea Nationala a Sarii SA | 49.00% | 216.7 | 1.5% |
| 8 | E-Distributie Muntenia SA | 12.00% | 206.7 | 1.4% |
| 9 | E-Distributie Dobrogea SA | 24.09% | 184.0 | 1.3% |
| 10 | Alro SA | 10.21% | 118.1 | 0.8% |
| Top 10 equity holdings | 13,179.9 | 90.7% | ||
| Total equity holdings | 13,398.9 | 92.2% | ||
| Net cash and receivables | 1,137.0 | 7.8% | ||
| Total NAV | 14,535.9 | 100.0% |
Source: Fondul Proprietatea, based on NAV reports submitted to FSA 1 Rounded to one decimal
| RON million | 2020 | 2021 | 3M 2021 | 3M 2022 |
|---|---|---|---|---|
| Revenues | 3,850.4 | 6,501.3 | 1,418.1 | 2,349.4 |
| Operating profit | 1,673.4 | 3,478.0 | 888.5 | 1,493.7 |
| Net profit | 1,451.6 | 3,019.5 | 759.5 | 1,292.1 |
| Dividends* | 1,286.4 | 2,830.9 | - | - |
Source: Individual IFRS financial statements *Do not include the special dividends declared by the company
March: 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 shares held by the Fund.
April: According to audited financial statements, Hidroelectrica registered on an unconsolidated basis, total revenues of RON 6,501.3 million, up 68.8% y.o.y, an EBITDA of RON 4,669.0 million up 72.2% y.o.y, an operating profit of RON 3,478.0 million, up 107.8% y.o.y. and a net profit of RON 3,019.5 million, up 108.0% y.o.y. During the period, total electricity sold by Hidroelectrica reached 17.11 TWh, up 7.2% y.o.y. out of which the electricity sold out of own production reached 16.51TWh, up 13.2% y.o.y. The average realized electricity selling price was RON 339.2 / MWh, up 58.6% y.o.y. 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.
April: Shareholders approved the distribution of RON 2.83 billion as dividend out of the 2021 net profit and RON 1.00 billion as special dividend out of retained earnings. The deadline for the payment by Hidroelecrica SA to shareholders of the annual dividend is 27 June 2022, while the deadline for the payment of the special dividend is 30 September 2022.
April: Shareholders approved the merger project for the absorption by Hidroelectrica of its fully owned subsidiaries Crucea Wind Farm S.A. and Hidroelectrica Wind Services. Crucea Wind Farm is the entity that owns Crucea Wind park located in Constanta county, Romania, which has an installed capacity of 108 MW. Hidroelectrica Wind Services is an operations and maintenance entity, providing its services exclusively to Crucea Wind Farm.
April: Following a court case initiated by one natural person in 2020, the Bucharest Tribunal annulled 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.
May: According to management, during the first three months of the year, the company registered a turnover of RON 2,349.4 million, up 65.7% y.o.y, an EBITDA of RON 1,628.0 million, up 51.8% y.o.y, an operating profit of RON 1,493.7 million, up 68.1% y.o.y and a net profit of RON 1,292.1 million, up 70.1% y.o.y. Over the period, Hidroelectrica SA paid a windfall tax of RON 339.3 million. During the period, total electricity sold by Hidroelectrica SA reached 3.35 TWh, down 29.3% y.o.y. out of which the electricity sold out of own production reached 3.20TWh, down 30.0% y.o.y. The average realized electricity selling price was RON 655.4 / MWh, up 134.3% y.o.y. At the end of March 2022, the company's cash and equivalents positions stood at RON 4.85 billion.
According to management, for year 2021 Hidroelectrica is aiming to publish by 30 June 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 as part of its annual report in line with the requirements of EU Directive 2014/95/UE and Ministry of Finance Order no. 1938/ 2016 and 2844/ 2016.
| Q1 | Q1 2022 | Budget | Budget | |||
|---|---|---|---|---|---|---|
| RON million | 2020 | 2021 | 2021 | 2020 | 2021 | |
| Sales | 19,717.0 | 26,011.1 8,965.3 11,898.1 | 18,088.0 15,875.0 | |||
| Operating profit | 1,467.1 | 3,708.9 1,493.1 2,185.4 | 3,453.0 | 2,133.0 | ||
| Net profit | 1,291.0 | 2,864.4 1,188.4 1,748.3 | 2,815.0 | 1,824.0 | ||
| 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)
February: Full year 2021 net income attributable to stockholders of the parent was RON 2,864 million vs RO1,291 million in 2020. The Executive Board proposed a 2021 dividend per share of RON 0.034, up by 10% compared to last year, and on the upper limit of the yearly increase in dividend payments guided in the latest longterm strategy.
April: Shareholders approved dividend proposal, and also the initiation of the share capital increase process with the value of plots of land brought by the Romanian State as an in-kind contribution.
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.
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 at USD 95/bbl (from USD 75/bbl in February). Refining margins are expected to be significantly above 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.
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021* | 2021 | 2022** |
| Operating revenue | 405.6 | 578.0 | 538.6 | 750.1 |
| Operating profit / (loss) | (175.3) | 40.8 | 1.7 | 59.3 |
| Net profit / (loss) | (146.4) | 34.0 | 0.2 | 56.5 |
| Dividends | - | - | - | - |
Source: Individual IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
*Preliminary results reported in 2022 Budget proposal
** subject to shareholders' approval
February: Company published preliminary 2021 results together with 2022 budget proposal. Net profit was RON 42.8 million, but we reckon that the figure does not include end-of-year adjustments, such as provisioning. 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.
May: Annual GSM was called to approve final 2021 financial statements. The final net profit is slightly down vs preliminary figure to RON 34 million, mainly due to the impact of the corporate tax.
CN Aeroporturi Bucuresti SA does not publish sustainability reports.
| RON million | 2020 | 2021** | Budget 2021 |
Budget 2022** |
|---|---|---|---|---|
| Turnover | 6,228.9 | 6,683.5 | 6,116.8 | 10,268.8 |
| Operating profit | 557.4 | 85.9 | 351.8 | (150.6) |
| Net profit | 492.8 | 69.9 | 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 ** Pending shareholders' approval
March: 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.
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.
May: According to the audited financial statements, in 2021 the company reported a turnover of RON 6,683.5 million, up 7% y.o.y and a net profit of RON 69.9 million, down 7x versus previous year. Company budgeted for 2022 an increase of revenues by 54% y.o.y and a net loss of RON 127.8 million.
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).
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021* | 2021 | 2022 |
| Operating revenue | 398.8 | 418.9 | 411.8 | 489.2 |
| Operating profit | 145.9 | 140.6 | 77.7 | 84.2 |
| Net profit | 130.3 | 130.5 | 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 * subject to shareholders' approval
February: Preliminary 2021 results point to a net profit of RON 109 million, down by 16% y.o.y., as operating costs are estimated to have jumped by 24% y.o.y.. Traffic reached an all-time high of 67,5 million tons of merchandise. We reckon that significant changes might be recorded in final 2021 financial results due to end-ofyear adjustments, such as provisioning.
May: Annual GSM was called to approve final 2021 financial statements. Net profit was RON 130.5 million last year, and the management proposes a total dividend of RON 31.9 million, out of which RON 6.4 million could be 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 public statements, some of the traffic of containers due for Ukrainian ports was redirected to Constanta Port. There are also some volumes of agricultural products redirected to Constanta, but these volumes were rather marginal until now. It remains to be seen what could be the medium to long-term impact of this conflict on Constanta Port.
| Budget | Budget | |||
|---|---|---|---|---|
| RON million | 2020 | 2021 | 2020 | 2021 |
| Operating revenue | 556.8 | 593.5 | 565.1 | 546.5 |
| Operating profit before depreciation and amortization (EBITDA) | 151.7 | 58.2 | 150.7 | 163.4 |
| Net profit / (Loss) | 38.6 | (33.3) | (5.9) | 36.0 |
| Dividends | 77.3* | - | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. For 2022, the company did not submit to shareholders for approval 2022 budget up to this date
EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, iprovisions, mpairment of tangible assets and subsidies
*as of GSM resolution from 12 May 2021, of which RON 62 million represents special dividends
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).
December 2021: The company informed shareholders that it could incur a potential negative impact of approx. EUR 16.2 million from covering network losses in 2021, as a result of rising prices on wholesale energy market.
March: 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).
April: Enel S.p.A. published 2021 preliminary financial results for the global group on 17 March 2022. For Romania, the Group reported:
April: E-Distributie Banat SA reported higher operating revenues (+6.6% y.o.y.) and EBITDA of RON 58.2 million in 2021, 61.6% y.o.y. lower compared to 2020, especially due to increase in expenses with electricity acquisition for covering own technological consumption.
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 | 300.2 | 374.5 | 345.1 | 425.8 |
| Operating profit | 15.8 | 70.1 | 27.4 | 74.2 |
| Net profit | 11.5 | 60.2 | 24.8 | 66.2 |
| Dividends | 11.5 | 59.9 | - | - |
* Pending shareholders' approval
Source: IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
January: 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.
February: Mr Constantin Dan Dobrea replaced Mr Emil Militaru as interim General Manager, while retaining his interim Board mandate.
March: Shareholders approved launching the selection process for Board Members based on GEO no. 109/2011.
April: Company's approved 2022 Budget foresees total operating revenues of RON 425.8 million and a budgeted net profit of RON 66.2 million.
May: According to the audited financial statements, in 2021 the company reported operating revenues of RON 374.5 million, up 25% y.o.y and a net profit of RON 60.2 million, up 5x versus previous year.
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 | 2020 | 2021 |
| Operating revenue | 968.2 | 1,038.7 | 989.3 | 939.4 |
| Operating profit before depreciation and amortization (EBITDA) | 250.9 | 168.1 | 305.7 | 328.7 |
| Net profit | 111.8 | 55.8 | 106.9 | 115.9 |
| Dividends | 167.7* | - | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. Up to this date, for 2022, the company did not submit to shareholders for approval the 2022 budget.
EBITDA computed as operating profit plus depreciation/amortization and adjusted for revenues/expenses from revaluation of tangible assets, provision impairment of tangible assets and subsidies
* as of GSM resolution from 12 May 2021, of which RON 71.7 million represents special dividends.
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).
December 2021: In December, company informed shareholders that it could incur a potential negative impact of approx. EUR 32.1 million from covering network losses in 2021, as a result of rising prices on wholesale energy market.
March: 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).
April: Enel S.p.A. published 2021 preliminary financial results for the global group on 17 March 2022. For Romania, the Group reported:
April: E-Distributie Muntenia SA reported 33.0% y.o.y lower EBITDA in 2021 at RON 168.1 million, despite higher operating revenues (+7.3% y.o.y.), on the back of increase in expenses with electricity acquisition for covering own technological consumption.
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 | 2020 | 2021 |
| Operating revenue | 530.1 | 554.8 | 528.6 | 525.8 |
| Operating profit before depreciation and amortization (EBITDA) | 166.2 | 86.9 | 164.1 | 183.1 |
| Net profit | 53.7 | 11.5 | 4.0 | 58.4 |
| Dividends | - | - | - |
Source: Financial statements in accordance with applicable Romanian accounting regulations/ Budgeted figures based on company's budgets as approved by shareholders. Up to this date, for 2022, the company did not submit to shareholders for approval the 2022 budget.
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
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).
December 2021: The company informed shareholders that it could incur a potential negative impact on the financial result of approx. EUR 16.3 million from covering network losses in 2021, as a result of rising prices on wholesale energy market.
March: 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).
April: Enel S.p.A. published 2021 preliminary financial results for the global group on 17 March 2022. For Romania, the Group reported:
April: E-Distributie Dobrogea reported for 2021 4.7% y.o.y. increase in operating revenues at RON 554.8 million and EBITDA of RON 86.9 million (-47.7% y.o.y.).
May: 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. ESG
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 | 2020 | 2021 | Budget 2021* |
Budget 2021** |
|---|---|---|---|---|
| Operating revenue | 2,514.7 | 3,499.9 | 2,766.7 | 4,046.3 |
| Operating profit | 399.5 | 228.1 | 357.8 | 152.7 |
| Net profit/ (loss) | 334.8 | 26.3 | 287.1 | 22.5 |
| Dividends | - | - | - |
Source: Consolidated IFRS financial statements/ Budgeted figures based on company's budgets as approved by shareholders
* GSM resolution from April 29, 2021, values computed using the NBR USD/RON FX rate as at 31 December 2021
** subject to shareholders' approval based on GSM convened on 28/29 April 2022, values computed using the NBR USD/RON FX rate as at 31 March 2022
March: Alro published 2021 consolidated financial results, as follows: operating revenues amounting to RON 3,499.9 million (+39.2% y.o.y.), especially supported by 45.2% y.o.y. surge in LME aluminium average price at USD 2,477.0 per tonne. EBIT stood at RON 228.1 million (-42.9% y.o.y), as Alro Group did not recognize revenues from subsidies related to the indirect emissions in 2021. The company reported a net profit of RON 26.3 million in 2021, growth limited by the net financial loss of RON -170.7 million registered in 2021, compared to the net financial result of RON -33.3 million in 2020.
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.
The unaudited IFRS financial statements for the three months ended 31 March 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 quarterly 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 three months ended 31 March 2022. The analysis presents the main developments during the three-month period ended 31 March 2021, for more details regarding the comparative amounts from previous period, please see the corresponding section in Annex 1 IFRS Financial Statements.
| RON million | 31 Mar 2022 | 31 Dec 2021 | 31 Mar 2022 vs. 31 Dec 2021 (%) |
|---|---|---|---|
| Unaudited | Audited | ||
| Cash and current accounts | 87.7 | 68.2 | |
| Deposits with banks | 636.2 | 347.4 | |
| Treasury bills | 93.4 | - | |
| Government bonds | 228.3 | 77.1 | |
| Equity investments | 13,398.9 | 12,577.7 | |
| Non-current assets held for sale | - | 1,135.2 | |
| Other assets | 207.1 | 0.3 | |
| Total assets | 14,651.6 | 14,205.9 | 3.1% |
| Payables | 26.5 | 38.8 | |
| Other liabilities | 89.2 | 409.6 | |
| Total liabilities | 115.7 | 448.4 | -74.2% |
| Total equity | 14,535.9 | 13,757.5 | 5.7% |
| Total liabilities and equity | 14,651.6 | 14,205.9 | 3.1% |
| Source: IFRS financial statements |
The cash and cash equivalents (liquid assets) of the Fund in 2022, included term deposits with banks, treasury bills 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 high increase in liquid assets at 31 March 2022 compared with 31 December 2021 are due to the cash inflows from the partial disposal of the Fund's holding in OMV Petrom SA (RON 978.3 million) and from the Ministry of Finance on 1 February 2022, as payment of the unpaid shares held by the Romanian State in Fondul Proprietatea (RON 189.2 million), net of by the cash outflow related to the dividend distribution paid to shareholders in February 2022 (RON 320.6 million).
Other liabilities decreased by 78.2% compared with 31 December 2021 following payments performed for the third special dividend distributions approved on 15 December 2021 with payment date on 18 February 2022.
As at 31 December 2021, the Fund reclassified, in accordance with IFRS 5 requirements, part of the holding in OMV Petrom SA subject to a bookbuild offering (2,275 million shares), as non-current assets held-for-sale.
The net increase on equity investments of RON 821.2 million during the first 3 months of 2022 was principally due to the increase in the value of unlisted holdings by RON 883.5 million following Hidroelectrica SA valuation update process during the quarter, net of by the negative share price evolution of OMV Petrom SA (only for the holding classified as equity investments), with a total impact of RON 49.0 million, share price decrease of -5.8%.
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 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 31 March 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, 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 licences, the implementation costs and the updates of the Fund's accounting and reporting software, net of the accumulated amortisation.
In the first quarter of 2022 the Fund's investments in intangible assets include the updates to the accounting and reporting software, following the finalisation of the Fund's registration process as an alternative investment fund with the FSA (the Fund started to apply the Romanian AIF Law (Law 243/2019) and AIF Regulation (Regulation 7/2020)).
| RON million | Q1 2022 Unaudited |
Q1 2021 Unaudited |
|---|---|---|
| Unrealised loss from equity investments at fair value through profit or loss | (62.3) | (5.3) |
| Unrealised gain from equity investments at fair value through profit or loss | 883.5 | 723.0 |
| Net gain / (loss) from other financial assets at fair value through profit or loss | 188.7 | (2.4) |
| Net realised loss from non-current assets held for sale | (157.0) | - |
| Interest income | 6.9 | 6.0 |
| Other income/(expenses), net* | - | 1.3 |
| Net operating income | 859.8 | 722.6 |
| Administration fees recognised in profit and loss | (20.8) | (16.3) |
| Other operating expenses | (12.9) | (4.9) |
| Operating expenses | (33.7) | (21.2) |
| Finance costs | - | - |
| Profit before income tax | 826.1 | 701.4 |
| Income tax | - | - |
| Profit for the period | 826.1 | 701.4 |
| Other comprehensive income | - | - |
| Total comprehensive income for the period | 826.1 | 701.4 |
| Source: IFRS financial statements |
* Other income/ (expenses), 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 unrealised gain from equity investments at fair value through profit or loss for the first three months of 2022 of RON 883.5 million was generated by Hidroelectrica SA.
The unrealised loss from equity investments at fair value through profit or loss for the first three months of 2022 of RON 62.3 million was generated mainly by the negative share price evolution of OMV Petrom SA.
Net gain from other financial assets at fair value through profit or loss is related to the payment for all unpaid shares owned by the Romanian State (Ministry of Public Finance) (amount paid of RON 189,182,422). At 31 December 2021, the fair value of the receivable was zero.
Net realised loss from non-current assets held for sale for Q1 2022 was generated by the partial disposal of OMV Petrom SA holding.
Details regarding the administration fees recorder during the three-month period ended 31 March 2022 are presented in the table below:
| Q1 2022 | Q1 2021 | |
|---|---|---|
| RON million | Unaudited | Unaudited |
| Recognised in profit or loss | 20.7 | 16.3 |
| Base fee | 18.0 | 14.0 |
| Performance fee | 2.7 | 2.3 |
| Recognised in other comprehensive income | 0.5 | 1.1 |
| Distribution fee for buy-back programmes | 0.5 | 1.1 |
| Total administration fees | 21.2 | 17.4 |
Source: IFRS financial statements
The increase in the administration fees in Q1 2022 compared with Q1 2022 was mainly due to:
The decrease in distribution fees is due to the fact that the thirteen-buyback programme started on 31 January 2022 and was suspended on 14 March 2022 following the start of the procedures related to the Public Tender Offer.
The main categories of other operating expenses are detailed in the table below:
| Q1 2022 | Q1 2021 | |
|---|---|---|
| RON million | Unaudited | Unaudited |
| FSA monthly fees | 3.3 | 2.4 |
| Transactions costs | 7.3 | - |
| Depositary fees | 0.1 | 0.1 |
| Other expenses | 2.2 | 2.4 |
| Total other operating expenses | 12.9 | 4.9 |
Source: IFRS financial statements
The transaction costs in amount of RON 7.3 million are related to the partial disposal of Fund's holding in OMV Petrom SA (mainly brokerage fees, BVB fee).
At 31 March 2021, other expenses caption comprised mainly Board of Nominees remuneration and related expenses, legal and litigation assistance expenses, investor relations expenses, audit related expenses and tax compliance and tax advisory expenses.
| Description | 31 March 2022 | |||
|---|---|---|---|---|
| 1. | Current liquidity ratio | |||
| Current Assets* Current Liabilities |
= | 10.83 | ||
| *For the computation of this ratio, "Current assets "comprise cash and current accounts,deposits with banks, treasury bills, government bonds and other assets. "Current liabilities" include payables and other payables (as presented un the section afferent to the statement of financial position). |
||||
| 2. | Debt-to-equity ratio (%) | |||
| Borrowings Shareholders' Equity |
x 100 | = | - | |
| The Fund had no borrowings as at 31 March 2022 therefore this ratio is nil | ||||
| 3. | Receivables turnover ratio - customers (number of days) | |||
| Average balance of receivables Turnover |
x 90 | = | n.a. | |
| This ratio is not applicable to an investment fund and cannot be calculated | ||||
| 4. | Turnover of non-current assets | |||
| Turnover Non-current assets |
= | 0.06 | ||
| For the computation of this ratio, "Turnover" includes dividend income, net unrealised/realised gain/ (loss) from financial instruments at fair value through profit or loss, interest income and other income for the three-month period ended 31 March 2022, while "Non-current assets" included equity investments as at 31 March 2022. |
||||
| This ratio has no significance for an investment fund. |
During the 20 April 2022 Annual GSM of the Fund the shareholders approved:
On 28 April, the shareholders of the company approved the distribution of RON 2.83 billion as annual dividends out of the 2021 net profit and RON 1.0 billion as special dividends out of retain earnings. The total amounts corresponding to the Fund is RON 764 million. The deadline for the payment by Hidroelectrica SA to shareholders of the annual dividend is 27 June 2022, while the deadline for the payment of the special dividend is 30 September 2022.
Starting with 27 April 2022, the composition of the Board of Nominees changed considering the start of the new mandate as member of BoN of Mr Martin Bernstein and the current composition is:
Starting with 10 May 2022, the new membership of the Fund's Consultative Committees is:
The Audit and Valuation Committee consists of:
The Nomination and Remuneration Committee consists of:
On 11 May 2022, FSA approved the Fund's application for the public tender offer in relation to the acceleration of the ongoing buy-back programme.
Under this TO the Fund intend to repurchase up to 325,000,000 shares in the form of shares and/or GDR 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 subscription period is from 18 May 2022 to 24 June 2022.
16 May 2022
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. Bucharest Branch
Prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") 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 | 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|---|
| Net gain from equity investments at fair value through profit or loss |
5 | 821,205,008 | 717,712,724 |
| Net gain/(loss) from other financial instruments at fair value through profit or loss Interest income |
6 | 188,743,755 6,875,879 |
(2,365,177) 5,984,558 |
| Net realised loss from non-current assets held for sale Net foreign exchange loss Other (expenses)/income, net |
7 | (156,975,000) (54,107) (36,686) |
- (47,992) 1,301,215 |
| Net operating income | 859,758,849 | 722,585,328 | |
| Operating expenses | 8 | (33,611,679) | (21,157,413) |
| Finance costs | 9 | (22,500) | (22,500) |
| Profit before income tax | 826,124,670 | 701,405,415 | |
| Withholding tax on the dividend income | - | - | |
| Profit for the period | 826,124,670 | 701,405,415 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the period | 826,124,670 | 701,405,415 | |
| Basic and diluted earnings per share | 11 | 0.1358 | 0.1168 |
These condensed interim financial statements were authorised for issue on 16 May 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 | 31 March 2022 | 31 December 2021 | |
|---|---|---|---|
| Assets | |||
| Cash and current accounts | 12 | 73,882 | 76,632 |
| Distributions bank accounts | 12 | 87,645,242 | 68,148,338 |
| Deposits with banks | 12 | 636,167,655 | 347,387,604 |
| Treasury bills | 93,406,307 | - | |
| Government bonds | 228,280,197 | 77,106,529 | |
| Equity investments | 14 | 13,398,883,614 | 12,577,678,606 |
| Non-current assets held for sale | 7 | - | 1,135,225,000 |
| Other assets | 15 | 207,127,707 | 298,725 |
| Total assets | 14,651,584,604 | 14,205,921,434 | |
| Liabilities | |||
| Payable to shareholders | 16 (a) | 87,667,694 | 408,245,702 |
| Other liabilities and provisions | 16 (b) | 27,972,626 | 40,127,825 |
| Total liabilities | 115,640,320 | 448,373,527 | |
| Equity | |||
| Paid share capital | 17 (a) | 3,334,342,423 | 3,145,160,001 |
| Reserves related to the unpaid share capital |
17 (b) | - | 189,182,422 |
| Other reserves | 17 (c) | 666,991,766 | 666,991,766 |
| Treasury shares | 17 (d) | (379,378,298) | (331,650,005) |
| Retained earnings | 10,913,988,393 | 10,087,863,723 | |
| Total equity | 14,535,944,284 | 13,757,547,907 | |
| Total liabilities and equity | 14,651,584,604 | 14,205,921,434 |
| S i ha l ta re ca p |
Re se rv es la d he te to t re i d ha un p a s re i l ta ca p |
O he t r r es er ve s |
Tr ea su ry ha s re s |
Re in d ta e in ea rn g s |
To l ta i bu b le t tr ta to a he i t ty eq u ho l de f he t rs o Fu d n |
|
|---|---|---|---|---|---|---|
| Ba la 1 Ja 2 0 2 2 t nc e a s a nu ar y |
3, 1 4 5, 1 6 0, 0 0 1 |
1 8 9, 1 8 2, 4 2 2 |
6 6 6, 9 9 1, 7 6 6 |
( 3 3 1, 6 5 0, 0 0 5 ) |
1 0, 0 8 7, 8 6 3, 7 2 3 |
1 3, 7 5 7, 5 4 7, 9 0 7 |
| Pr f i fo he io d t t o r p er |
- | - | - | - | 8 2 6, 1 2 4, 6 7 0 |
8 2 6, 1 2 4, 6 7 0 |
| he he iv in O t r c om p re ns e co m e |
- | - | - | - | - | - |
| To l c he iv in fo he ta t om p re ns e co m e r io d p er |
- | - | - | - | 8 2 6, 1 2 4, 6 0 7 |
8 2 6, 1 2 4, 6 0 7 |
| Tr io i h de d t t an sa c ns w ow ne rs re co r , ire in i d ly t ty c eq u |
||||||
| is i ion f ha Ac t tre q u o as ur y s re s |
- | - | - | ( ) 4 7, 7 2 8, 2 9 3 |
- | ( 4 7, 7 2 8, 2 9 3 ) |
| Co l lec ion f he i d s ha i l t t ta o un p a re ca p |
1 8 9, 1 8 2, 4 2 2 |
( 1 8 9, 1 8 2, 4 2 2 ) |
- | - | - | - |
| To l io i h ta tr t t an sa c ns ow ne rs w de d d ire ly in i t ty re co r c eq u |
1 8 9, 1 8 2, 4 2 2 |
( 1 8 9, 1 8 2, 4 2 2 ) |
- | ( 4 7, 7 2 8, 2 9 3 ) |
- | ( 4 7, 7 2 8, 2 9 3 ) |
| Ba la 3 1 M h 2 0 2 2 t nc e a s a ar c |
3, 3 3 4, 3 4 2, 4 2 3 |
- | 6 6 6, 9 9 1, 7 6 6 |
( 3 7 9, 3 7 8, 2 9 8 ) |
1 0, 9 1 3, 9 8 8, 3 9 3 |
1 4, 5 3 5, 9 4 4, 2 8 4 |
| 1 2 0 2 1 Ba la t Ja nc e a s a nu ar y |
S ha i l ta re ca p 3, 6 0, 0 9 9, 8 0 5 7 |
Re se rv es la d he te to t re i d ha un p a s re i l ta ca p 1 8 9, 1 8 2, 4 2 2 |
O he t r r es er ve s 3 9, 4 0 0, 2 2 4 5 |
Tr ea su ry ha s re s ( 1, 0 8 6, 4 4 3, 2 0 9 ) |
in Re d ta e in ea rn g s 0 6 4, 6 8 0, 1 1 9 7, |
To l ta i bu b le t tr ta to a he i t ty eq u f ho l de he t rs o Fu d n 1 0, 2 6 6, 9 1 9, 4 2 6 |
|---|---|---|---|---|---|---|
| f i fo he io d Pr t t o r p er |
- | - | - | - | 7 0 1, 4 0 5, 4 1 5 |
7 0 1, 4 0 5, 4 1 5 |
| O he he iv in t r c om p re ns e co m e |
- | - | - | - | - | - |
| To l c he iv in fo he ta t om p re ns e co m e r io d p er |
- | - | - | - | 7 0 1, 4 0 5, 4 1 5 |
7 0 1, 4 0 5, 4 1 5 |
| io i Tr t t h de d an sa c ns w ow ne rs re co r , d ire ly in i t ty c eq u |
||||||
| Ac is i ion f ha t tre q u o as ur y s re s |
- | - | - | ( 1 1 7, 5 4 4, 8 1 5 ) |
- | ( 1 1 7, 5 4 4, 8 1 5 ) |
| io i To l h ta tr t t an sa c ns w ow ne rs de d d ire ly in i t ty re co r c eq u |
- | - | - | ( 1 1 7, 5 4 4, 8 1 5 ) |
- | ( 1 1 7, 5 4 4, 8 1 5 ) |
| Ba la 3 1 M h 2 0 2 1 t nc e a s a ar c |
3, 5 6 0, 0 9 9, 8 7 0 |
1 8 9, 1 8 2, 4 2 2 |
5 3 9, 4 0 0, 2 2 4 |
( 1, 2 0 3, 9 8 8, 0 2 4 ) |
7, 7 6 6, 0 8 5, 5 3 4 |
1 0, 8 5 0, 7 8 0, 0 2 6 |
(all amounts are in RON unless otherwise stated)
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Proceeds from disposal of equity investments | 978,250,000 | - |
| Amounts received from Romanian State for the unpaid share | ||
| capital | 189,182,422 | - |
| Proceeds from transactions with treasury bills and bonds | 77,291,844 | 247,199,276 |
| Interest received | 5,547,766 | 4,543,814 |
| Dividends received (net of withholding tax) | 15,624 | - |
| Acquisition of treasury bills and bonds | (227,774,993) | (122,297,124) |
| Guarantee deposited to the broker for the 13th buyback | ||
| tender offer | (206,700,000) | - |
| Suppliers and other taxes and fees paid | (44,773,483) | (24,440,572) |
| Subscriptions to share capital increase of portfolio companies | - | (55,720) |
| Other (payments performed)/amounts received, net | (289,425) | 930,636 |
| Net cash flows from operating activities | 770,749,755 | 105,880,310 |
| Cash flows from financing activities | ||
| Dividends paid (net of withholding tax) | (320,578,007) | (1,715,642) |
| Acquisition cost of treasury shares | (48,629,768) | (113,399,734) |
| Payment of fees related to the short term bank loans | (22,500) | (22,500) |
| Net cash flows used in financing activities | (369,230,275) | (115,137,876) |
| Net increase/(decrease) in cash and cash equivalents | 401,519,480 | (9,257,566) |
| 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 | 817,047,491 | 685,086,989 |
| 31 March 2022 | 31 March 2021 | |
|---|---|---|
| Cash and current accounts (see Note 12) | 73,882 | 114,091 |
| Distributions bank accounts (see Note 12) | 87,645,242 | 32,538,817 |
| Bank deposits with original maturities of less than three | ||
| months (see Note 12) | 635,922,060 | 652,434,081 |
| Treasury bills and bonds with original maturities of less than | ||
| three months | 93,406,307 | - |
| 817,047,491 | 685,086,989 | |
| Interest accrued on bank deposits (see Note 12) | 245,595 | 88,283 |
| Government bonds with original maturities of more than three | ||
| months and less than one year | 228,280,197 | 254,422,064 |
| Total cash and current accounts, deposits with banks, treasury bills and government bonds as per Statement of |
||
| Financial Position | 1,045,573,283 | 939,597,336 |
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 current mandate was approved in June 2019 for the period 1 April 2020 – 31 March 2022. The next mandate for the period 1 April 2022 – 31 March 2024 was approved by the Fund's shareholders during 29 September 2021 shareholders' meeting, while 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 three month period ended 31 March 2022 are not audited
These condensed interim financial statements for the three month period ended 31 March 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 16 May 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 quarter ended 31 March 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 equity-linked 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 31 March 2022 were as follows: 4.9466 RON/EUR, 4.4508 RON/USD and 5.8374 RON/GBP (31 March 2021: 4.9251 RON/EUR, 4.1969 RON/USD and 5.7864 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 quarter ended 31 March 2022, the Fund's Sole Director performed a periodic analysis of multiples values of publicly traded peers companies and of the portfolio companies financial information and concluded that no adjustments of the value of unlisted holdings is needed as the impact is immaterial.
However, an accurate quantification of the further impact is difficult to estimate due to limited availability of the information, volatility and uncertainties existing in the market.
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.
(all amounts are in RON unless otherwise stated)
The table below presents the carrying amounts and fair values of the Fund's financial assets and financial liabilities:
| Other | Other | ||||
|---|---|---|---|---|---|
| financial assets | Fair value | financial | |||
| at amortised | through profit | liabilities at | Total carrying | ||
| cost | or loss | amortised cost | amount | Fair value | |
| 31 March 2022 | |||||
| Cash and current | |||||
| accounts | 73,882 | - | - | 73,882 | 73,882 |
| Distributions bank | |||||
| accounts | 87,645,242 | - | - | 87,645,242 | 87,645,242 |
| Deposits with banks | 636,167,655 | - | - | 636,167,655 | 636,167,655 |
| Treasury bills | - | 93,406,307 | - | 93,406,307 | 93,406,307 |
| Government bonds | - | 228,280,197 | - | 228,280,197 | 228,280,197 |
| Equity investments | - | 13,398,883,614 | - | 13,398,883,614 | 13,398,883,614 |
| Other financial assets | 206,791,895 | - | - | 206,791,895 | 206,791,895 |
| Other financial | |||||
| liabilities | - | - | (112,687,133) | (112,687,133) | (112,687,133) |
| 930,678,674 | 13,720,570,118 | (112,687,133) | 14,538,561,659 | 14,538,561,659 | |
| 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 | - | 1,135,225,000 | - | 1,135,225,000 | 1,135,225,000 |
| Other financial assets | 54,000 | - | - | 54,000 | 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:
(all amounts are in RON unless otherwise stated)
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:
| 31 March 2022 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Treasury bills | 93,406,307 | - | - | 93,406,307 |
| Government bonds | 228,280,197 | - | - | 228,280,197 |
| Equity investments: | 911,690,833 | - | 12,487,192,781 | 13,398,883,614 |
| Power utilities: generation | - | - | 9,924,444,000 | 9,924,444,000 |
| Oil and gas | 793,617,597 | - | - | 793,617,597 |
| Power and gas utilities: | ||||
| distribution, supply | - | - | 1,252,700,000 | 1,252,700,000 |
| Infrastructure | - | - | 1,040,594,415 | 1,040,594,415 |
| Heavy industry | - | - | 242,856,500 | 242,856,500 |
| Aluminium | 118,073,237 | - | - | 118,073,237 |
| Postal services | - | - | 13,900,000 | 13,900,000 |
| Others | - | - | 12,697,866 | 12,697,866 |
| Total | 1,233,377,337 | - | 12,487,192,781 | 13,720,570,118 |
| 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 |
| Aluminium | 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 7) | 1,135,225,000 | - | - | 1,135,225,000 |
| Total | 2,186,109,505 | - | 11,603,900,630 | 13,790,010,135 |
(all amounts are in RON unless otherwise stated)
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Unrealised gain from equity investments at fair value | ||
| through profit or loss | 883,554,489 | 723,005,124 |
| Unrealised loss from equity investments at fair value | ||
| through profit or loss | (62,349,481) | (5,292,400) |
| Total | 821,205,008 | 717,712,724 |
The unrealised gain from equity investments at fair value through profit or loss for the three month period ended 31 March 2022 was mainly generated by the change in fair value for the holding in Hidroelectrica SA (unrealised gain of RON 883,544,000), as a result of updating its value with the most recent discount for the lack of marketability (DLOM) estimated by KPMG Romania based on the shareholders' approval for the listing of the company on the stock exchange.
The unrealised gain from equity investments at fair value through profit or loss for the three month period ended 31 March 2021 was mainly generated by the change in fair value for the holding in Hidroelectrica SA (unrealised gain of RON 417,884,890) and OMV Petrom SA (unrealised gain of RON 263,575,947), as a result of their strong performance during the quarter.
The unrealised loss from equity investments at fair value through profit or loss for the three month period ended 31 March 2022 was generated by the negative change in fair value for the holding in OMV Petrom SA (unrealised loss of RON 48,967,894) and Alro SA (unrealised loss of RON 13,119,249) following the impact on the financial market of the Russia – Ukraine military conflict.
The unrealised loss from equity investments at fair value through profit or loss the three month period ended 31 March 2021 was mainly generated by the change in fair value for the holding in Romaero SA (unrealised loss of RON 4,984,426).
The net gain/(loss) from other financial instruments at fair value through profit or loss for the three month period ended 31 March 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 three month periods ended 31 March 2022 and 31 March 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 noncurrent 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 quarter ended 31 March 2021.
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| FTIS administration fees (i) | 20,757,201 | 16,273,201 |
| FSA monthly fees (ii) | 3,276,287 | 2,426,294 |
| Third party services (iii) | 1,550,220 | 1,693,545 |
| BON remunerations and related taxes (iv) | 289,476 | 361,845 |
| Depositary bank fee | 105,113 | 142,849 |
| Intermediaries and other fees related to disposal of portfolio holdings |
7,343,352 | 4,888 |
| Other operating expenses | 290,030 | 254,791 |
| 33,611,679 | 21,157,413 |
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 buybacks is recognised directly in equity as buy-backs acquisition cost. An additional base fee of 0.05% is payable to FTIS as performance fee when the discount of the Fund's share price to net asset value per share is below or equal to 20% but above 15% and a further 0.05% when the discount is equal or below 15%.
The administration fees recorded during the quarter ended 31 March 2022 and the quarter ended 31 March 2021 are presented in the table below:
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Base fee | 18,040,368 | 13,948,553 |
| Performance fee | 2,716,833 | 2,324,648 |
| Administration fees recognised in profit or loss | 20,757,201 | 16,273,201 |
| Distribution fees related to buy-backs recognised in equity | 472,058 | 1,132,899 |
| Total administration fees | 21,229,259 | 17,406,100 |
The administration fees are invoiced and paid on a quarterly basis.
During the first quarter of 2022 and the first quarter of 2021, the FSA fee was 0.0078% per month applied on the total net asset value.
(all amounts are in RON unless otherwise stated)
Third party services recorded during the period included the following categories of expenses:
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Legal consultancy and litigation assistance | 415,221 | 606,896 |
| Financial auditor's fees | 233,322 | 389,542 |
| Portfolio valuation services | 181,835 | 102,584 |
| Regulatory and compliance expenses | 121,359 | 65,436 |
| Board of Nominees related costs | 103,820 | 97,911 |
| Tax compliance and advisory services | 101,933 | 142,486 |
| Public relations services | 92,631 | 50,297 |
| Other services | 300,099 | 238,393 |
| 1,550,220 | 1,693,545 |
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 included 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 19 (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 did not use the credit facility until the date of these condensed interim financial statements. The finance costs for the three month period ended 31 March 2022 of RON 22,500 (three month period ended 31 March 2021: RON 22,500) comprise the commitment fee on undrawn amounts from the credit facility.
There are no outstanding amounts from the credit facility as at 31 March 2022 and 31 December 2021.
(all amounts are in RON unless otherwise stated)
No current tax and no deferred tax were recorded during the three month periods ended 31 March 2022 and 31 March 2021.
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Reconciliation of effective tax rate | ||
| Net profit for the period | 826,124,670 | 701,405,415 |
| Withholding tax on the dividend income | - | - |
| Profit excluding income tax | 826,124,670 | 701,405,415 |
| Income tax expense using the standard tax rate (16%) |
(132,179,947) | (112,224,866) |
| Impact on the income tax of: | ||
| Non-taxable income (other than dividend income) | 188,008,596 | 85,386,684 |
| Non-deductible expenses | (20,194,343) | (14,300,668) |
| Fiscal result impact in the current period | (35,634,306) | 41,138,850 |
| Tax on income | - | - |
The fiscal result impact as at 31 March 2022 of RON 35,634,306 included in the table above represents the unrecognised deferred tax asset for the tax losses recorded for the quarter ended 31 March 2022.
The fiscal result impact as at 31 March 2021 of RON 41,138,850 included in the table above represents the current tax on profit for the first quarter of 2021 which was offset by the Fund's tax losses carried forward.
As at 31 March 2022 and 31 December 2021 there is no income tax due or to be recovered from the State Budget by the Fund.
See Note 13 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 31 March 2022 and 31 March 2021, none of the Fund's issued shares or other instruments had dilutive effect, therefore basic and diluted earnings per share are the same.
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Profit for the period | 826,124,670 | 701,405,415 |
| Weighted average number of ordinary shares | 6,082,553,200 | 6,003,416,779 |
| Basic and diluted earnings per share | 0.1358 | 0.1168 |
(all amounts are in RON unless otherwise stated)
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Petty cash | 464 | 536 |
| Current accounts with banks | 73,418 | 76,096 |
| Distributions bank accounts | 87,645,242 | 68,148,338 |
| Cash and current accounts | 87,719,124 | 68,224,970 |
| 31 March 2022 | 31 December 2021 | |
| Bank deposits with original maturities of less than | ||
| three months | 635,922,060 | 347,303,041 |
| Interest accrued on bank deposits | 245,595 | 84,563 |
| Deposits with banks | 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 three-year term starting with the distribution payment date, except for specific instances that are individually assessed.
As at 31 March 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 31 March 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 31 March 2022 the unused fiscal loss carried forward amounts to RON 3,222,749,697 (31 December 2021: RON 3,000,035,281) out of which RON 2,499,510,496 will expire on 31 December 2022, RON 500,524,785 will expire on 31 December 2027 and RON 222,714,415 will expire on 31 December 2028.
As at 31 March 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 three month periods ended 31 March 2022 and 31 March 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:
(all amounts are in RON unless otherwise stated)
The movement in the carrying amounts of equity investments at fair value through profit or loss during the three month periods ended 31 March 2022 and 31 March 2021 is presented below:
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Opening balance | 12,577,678,606 | 9,246,709,268 |
| Net gain from equity investments at fair value through profit or loss (see Note 5 ) Subscriptions to share capital increase of portfolio |
821,205,008 | 717,712,724 |
| companies | - | 415,111 |
| Closing balance | 13,398,883,614 | 9,964,837,103 |
As at 31 March 2022 and 31 December 2021 the Fund's portfolio comprised the following holdings:
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Hidroelectrica SA | 9,924,444,000 | 9,040,900,000 |
| OMV Petrom SA | 793,617,597 | 842,585,491 |
| CN Aeroporturi Bucuresti SA | 674,200,000 | 674,200,000 |
| Engie Romania SA | 522,700,000 | 522,700,000 |
| Administratia Porturilor Maritime SA | 294,400,000 | 294,400,000 |
| E-Distributie Banat SA | 245,100,000 | 245,100,000 |
| Societatea Nationala a Sarii SA | 216,700,000 | 216,700,000 |
| E-Distributie Muntenia SA | 206,700,000 | 206,700,000 |
| E-Distributie Dobrogea SA | 184,000,000 | 184,000,000 |
| Alro SA | 118,073,237 | 131,192,485 |
| Enel Energie SA | 61,100,000 | 61,100,000 |
| Romaero SA | 41,187,097 | 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 | 41,573,943 | 41,563,454 |
| Total equity investments | 13,398,883,614 | 12,577,678,606 |
None of the equity investments are pledged as collateral for liabilities.
As at 31 March 2022, the classification of the fair value of equity investments of RON 13,398,883,614 by fair value hierarchy level (see Note 4 for more details) is as follows: RON 911,690,833 under Level 1 (31 December 2021: RON 973,777,976) and RON 12,487,192,781 under Level 3 (31 December 2021: RON 11,603,900,630).
(all amounts are in RON unless otherwise stated)
The table below presents the movement in Level 3 equity investments during the three month periods ended 31 March 2022 and 31 March 2021:
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Opening balance | 11,603,900,630 | 7,642,697,782 |
| Net unrealised gain recognised in profit or loss Subscriptions to share capital increase of portfolio |
883,292,151 | 412,592,490 |
| companies | - | 415,111 |
| Transfers in/(out) of Level 3 | - | - |
| Closing balance | 12,487,192,781 | 8,055,705,383 |
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 31 March 2022, the fair value for 90% 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 10% 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 31 March 2022 compared with that used as at 31 December 2021.
The valuation reports used for the unlisted holdings value as at 31 March 2022 were prepared as at 31 October 2021 based on financial information available for the companies under valuation at the respective date, except the valuation report for the holding in Hidroelectrica SA which was prepared as at 31 December 2021 and updated with the most recent discount for the lack of marketability (DLOM) estimated by KPMG Romania based on the shareholders' approval for the listing of the company on the stock exchange. However, the Fund's management cannot accurately estimate the market value of the holding in Hidroelectrica SA upon listing and whether there will be significant differences between that and the current estimated fair value.
The valuation reports used for the unlisted holdings value as at 31 March 2021 were prepared as at 31 October 2020, except for the valuation report for the holding in Hidroelectrica SA which was prepared as at 28 February 2021 based on financial information available for the companies under valuation at the respective dates.
Based on the analysis of market multiples evolution used in the valuation reports and those as at the date of these condensed interim financial statements, it resulted that there is no significant adjustment needed to be recorded on the portfolio values.
(all amounts are in RON unless otherwise stated)
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 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 peers 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.
(all amounts are in RON unless otherwise stated)
The following tables set out information about the significant unobservable inputs used at 31 March 2022 and 31 December 2021 in measuring equity instruments classified as Level 3 in the fair value hierarchy:
| Financial assets |
Fair value as at 31 March 2022 |
Valuation technique |
Unobservable inputs range (weighted average) |
Relationship of unobservable inputs to fair value |
|---|---|---|---|---|
| Total | 12,487,192,781 | |||
| Unlisted equity |
11,200,671,618 | Market approach - comparable |
EBITDA multiple ranging from 4.02 - 11.50 (10.93) |
The higher the EBITDA multiple, the higher the fair value. |
| instruments | companies (based on EBITDA multiple) |
Discount for lack of marketability: 8.01% or 16.20% (8.94%) |
The lower discount for lack of marketability, the higher the fair value. |
|
| Unlisted equity instruments and Listed |
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. |
| 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 |
42,258,532 | 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. |
(all amounts are in RON unless otherwise stated)
| 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 and Listed |
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. |
| 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 31 March 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.
(all amounts are in RON unless otherwise stated)
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).
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Guarantee deposited to the broker for the 13th | ||
| buyback tender offer | 206,737,895 | - |
| Prepaid expenses | 317,264 | 189,896 |
| Subscriptions to share capital increase of portfolio | ||
| companies | 54,000 | 54,000 |
| Other assets | 18,548 | 54,829 |
| 207,127,707 | 298,725 |
(all amounts are in RON unless otherwise stated)
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Net dividends payable to shareholders | 87,639,030 | 408,217,038 |
| Returns of capital due to shareholders | 28,664 | 28,664 |
| 87,667,694 | 408,245,702 |
The movement during the period is presented in the table below:
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Opening balance | 408,245,702 | 34,380,437 |
| Payments of net distributions performed from the dedicated bank accounts |
(320,578,008) | (1,715,642) |
| Closing balance | 87,667,694 | 32,664,795 |
| (b) Other liabilities and provisions | ||
| 31 March 2022 | 31 December 2021 | |
| FTIS Administration fees | 24,757,616 | 22,780,953 |
| Financial Supervisory Authority fees | 1,065,985 | 946,208 |
| Tax on dividends due to State Budget | 1,853,991 | 13,433,093 |
| Other liabilities | 295,034 | 1,595,354 |
The tax on dividends due to State Budget includes the accrual of RON 1,491,335 for the estimated withholding tax payable to State Budget during 2022 in relation with the dividend distribution approved by the Fund's shareholders during 15 December 2021 meeting for which the payment started on 18 February 2022.
Payables related to treasury shares under settlement - 1,372,217 27,972,626 40,127,825
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).
There was no change in the share capital of the Fund recorded during the first quarter of 2021.
(all amounts are in RON unless otherwise stated)
The table below presents the Fund's shares balance and their nominal value:
| 31 March 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 31 March 2022 was as follows:
| Shareholder categories | % of subscribed and paid share capital |
|---|---|
| Romanian institutional investors | 37.06% |
| Romanian private individuals | 20.13% |
| The Bank of New York Mellon (depository bank for the Fund's GDRs) |
16.57% |
| Foreign institutional investors | 14.02% |
| Foreign private individuals | 3.04% |
| Romanian State | 5.78% |
| Treasury shares | 3.40% |
| 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, while the actual cancellation of the unpaid share capital in the accounting followed the legal requirements and was booked only after the successful completion of the necessary legal steps.
(all amounts are in RON unless otherwise stated)
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.
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Legal reserve | 666,868,485 | 666,868,485 |
| Other reserves | 671,941,938 | 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) | (671,941,938) |
| 666,991,766 | 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 31 March 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.
The Fund's shareholders' approved during the 28 April 2021 General Shareholders' Meeting ("GSM"), the allocation to other reserves of an amount of RON 671,941,938 from retained earnings and reserves resulted from the distributions for which the statute of limitation occurred, in order to be available for covering the negative reserves from cancellation of shares acquired during 2020 through the eleventh buy-back programme. The coverage of these negative reserves was approved by the Fund's shareholders during 20 April 2022 GSM.
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 three month periods ended 31 March 2022 and 31 March 2021.
(all amounts are in RON unless otherwise stated)
The table below summarises the details regarding the thirteen buy-back programme, respectively the buyback 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 | 15-Dec-2021 | 1-Jan-2022 | 31-Dec-2022 | RON 0.2 – 2.5 per share |
| programme |
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 quarter of 2022 and the first quarter of 2021 is presented in the tables below:
| Opening balance 1 January 2022 |
Acquisitions during the period |
Cancellations during the period |
Closing balance 31 March 2022 |
|
|---|---|---|---|---|
| 12th buy-back | 194,371,754 | - | - | 194,371,754 |
| 13th buy-back | - | 23,498,224 | - | 23,498,224 |
| 194,371,754 | 23,498,224 | - | 217,869,978 |
| Opening balance 1 January 2021 |
Acquisitions during the period |
Cancellations during the period |
Closing balance 31 March 2021 |
|
|---|---|---|---|---|
| 11th buy-back | 797,961,287 | - | - | 797,961,287 |
| 12th buy-back | - | 75,418,379 | - | 75,418,379 |
| 797,961,287 | 75,418,379 | - | 873,379,666 |
The movement of treasury shares carrying amounts during the first quarter of 2022 and the first quarter of 2021 is presented in the tables below:
| Opening balance | Cost of treasury | Cancellation of | Closing balance | |
|---|---|---|---|---|
| 1 January 2022 | shares acquired | treasury shares | 31 March 2022 | |
| 12th buy-back | 331,650,005 | - | - | 331,650,005 |
| 13th buy-back | - | 47,728,293 | - | 47,728,293 |
| 331,650,005 | 47,728,293 | - | 379,378,298 | |
| Opening balance | Cost of treasury | Cancellation of | Closing balance | |
| 1 January 2021 | shares acquired | treasury shares | 31 March 2021 | |
| 11th buy-back | 1,086,443,209 | 438,598 | - | 1,086,881,807 |
| 12th buy-back | - | 117,106,217 | - | 117,106,217 |
| 1,086,443,209 | 117,544,815 | - | 1,203,988,024 |
(all amounts are in RON unless otherwise stated)
The dividend distributions for which the payments are currently ongoing 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 |
* 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 will start on 27 June 2022.
At 31 March 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.
(all amounts are in RON unless otherwise stated)
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:
(all amounts are in RON unless otherwise stated)
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")
| 3 months ended 31 March 2022 |
3 months ended 31 March 2021 |
|
|---|---|---|
| Total Fund's cost with BON remuneration, out of which: | 289,476 | 361,845 |
| - Net remuneration paid to BON members | 214,938 | 311,227 |
| - Related taxes and contributions payable to State Budget | 74,538 | 50,618 |
Other costs incurred by the Fund in relation with the members of the Board of Nominees comprised:
| 3 months ended | 3 months ended | |
|---|---|---|
| 31 March 2022 | 31 March 2021 | |
| Professional insurance costs | 87,502 | 97,911 |
| Other costs (accommodation, transport, meals etc) | 16,318 | - |
| 103,820 | 97,911 |
There were no loans between the Fund and the members of the Board of Nominees neither in the first quarter of 2022 nor in the first quarter of 2021.
There are no post-employment, long term or termination benefits related to the remuneration of the members of the Board of Nominees.
(all amounts are in RON unless otherwise stated)
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:
| 3 months ended | 3 months ended | |
|---|---|---|
| Transactions | 31 March 2022 | 31 March 2021 |
| Administration fees | 21,229,259 | 17,406,100 |
The transactions carried out between the Fund and FTIS Bucharest Branch were the following:
| 3 months ended | |
|---|---|
| 31 March 2021 | |
| 22,503 | |
| 6,767 | 6,737 |
| 27,785 | 29,240 |
| 3 months ended 31 March 2022 21,018 |
During the first quarter of 2022, the Fund recorded RON 12,146 representing expenses incurred by FTIS Bucharest Branch on its behalf.
During the first quarter of 2021, the Fund recorded RON 30,817 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: | 31 March 2022 | 31 December 2021 |
|---|---|---|
| FTIS Luxembourg | 24,757,616 | 22,780,953 |
| FTIS Bucharest Branch | - | 251,935 |
| 24,757,616 | 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:
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Ownership interest | ||
| Zirom SA | 100% | 100% |
| Alcom SA | 72% | 72% |
| Comsig SA | 70% | 70% |
(all amounts are in RON unless otherwise stated)
As at 31 March 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:
| 31 March 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 31 March 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.
As 31 March 2022 and 31 December 2021 the Fund had two associates, both incorporated in Romania:
| 31 March 2022 | 31 December 2021 | |
|---|---|---|
| Ownership interest | ||
| Societatea Nationala a Sarii SA | 49% | 49% |
| Plafar SA | 49% | 49% |
The Fund did not carry out any transaction with its associates in the first quarter of 2022 or in the first quarter of 2021.
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.
The main shareholders resolutions at the 20 April 2022 GSM were the following:
(all amounts are in RON unless otherwise stated)
On 28 April 2022, the shareholders of the company approved the distribution of RON 2.83 billion as annual dividends from 2021 net profit and RON 1.0 billion as special dividends from retain earnings. The total amounts corresponding to the Fund is RON 764 million. The deadline for the payment by Hidroelectrica SA to shareholders of the annual dividend is 27 June 2022, while the deadline for the payment of the special dividend is 30 September 2022.
Starting with 27 April 2022, the composition of the Board of Nominees changed considering the start of the new mandate as member of Board of Nominees of Mr. Martin Bernstein and the current composition is:
Starting with 10 May 2022, the new membership of the Fund's Consultative Committees is:
The Audit and Valuation Committee consists of:
The Nomination and Remuneration Committee consists of:
On 11 May 2022, FSA approved the Fund's application for the public tender offer in relation to the acceleration of the ongoing buy-back programme.
Under this Tender Offer the Fund intend to repurchase up to 325,000,000 shares in the form of shares and/or 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 subscription period is from 18 May 2022 to 24 June 2022.
| Item | 31 Dec ber 20 21 31 Ma rch 20 22 em |
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 |
100 .795 6% |
100 .000 0% |
14,6 51,5 82, 105 .86 |
958 ,568 ,710 .43 |
||
| 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 |
8.19 81% |
8.13 36% |
1,19 1,68 3,19 1.32 |
(1,0 46, 390 ,323 .94) |
||
| 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 out of w hich : |
16.8 980 % |
16.3 445 % |
2,2 38,0 73,5 15.2 6 |
8.19 81% |
8.13 36% |
1,19 1,68 3,19 1.32 |
(1,0 46, 390 ,323 .94) |
||
| 1.1. 1 lis ted sha trad ed in th e la st 3 0 tr adin g d res ays |
16.2 384 % |
15.7 066 % |
- | 2,1 50,7 14,6 39.0 2 |
6.55 72% |
6.50 55% |
- | 953 ,150 ,647 .13 |
(1,1 97,5 63,9 91.8 9) |
|
| 1.1. 2 lis ted sha not trad ed in th e la st 3 0 tr adin g da res ys |
0.0 774 % |
0.0 748 % |
- | 10,2 52,3 47. 13 |
0.07 05% |
0.07 00% |
- | 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 |
1.57 04% |
1.55 81% |
- | 228 ,280 ,197 .06 |
151 ,173 ,667 .95 |
|
| 1.1. her title de bts 5 ot |
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 ent righ ts a dm itted at trad ing |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| Sec uriti nd m arke t ins ad mitt ed o ded gula ted ket from ber trum ents r tra es a one y m on a re mar a m em |
||||||||||
| 1.2 | f wh ich: stat ut o 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 d res ays |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 2 lis ted sha trad ed in th e la st 3 0 tr adin g da not res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.2. 3 ot her sim ilar uriti sec es 1.2. 4 b ond |
00% 0.00 00% 0.00 |
00% 0.00 00% 0.00 |
- | - | 00% 0.00 00% 0.00 |
00% 0.00 00% 0.00 |
- | - | - | |
| s 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 |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| sec es 1.2. 7 m arke t ins trum ents |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| one y m 1.2. 8 a llotm ent righ ts a dm itted at trad ing |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3 | Sec uriti nd m arke t ins trum ents ad mitt ed o stoc k ex cha fro sta te n ot a mbe es a one y m n a nge m a me r tiate othe gula ted ket from tate t a ber , tha t op tes ular or n ego s on an r re mar a s no mem era on a reg ial S bas is a nd i nize d a nd o ed t o th ubli d by the Fin rvis Aut hor ity s re cog pen e p c, a ppr ove anc upe ory (FS A), of w hich out : |
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 d res ays |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 2 lis ted sha trad ed in th e la st 3 0 tr adin g da not res ys |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 3 ot her sim ilar uriti sec es |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - | |
| 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 |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 7 m arke t ins trum ents one y m |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 1.3. 8 a llotm ent righ ts a dm itted at trad ing |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| 2 | New iss ued uriti sec es |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 3 | Oth ritie d m arke t ins trum ents ntio ned in a rt. 8 3 pa h (1 ) let ter a) o f th 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 |
85.5 498 % |
84.8 747 % |
12,4 35,4 76,4 26. 36 |
1,39 6,44 7,84 5.25 |
||
| - 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 |
85.5 498 % |
84.8 747 % |
- | 12,4 35,4 76,4 26. 36 |
1,39 6,44 7,84 5.25 |
|
| dee med de ben ture - re s |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 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 trad 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 |
31 Ma rch 20 22 |
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 |
||
| 4 | Ban k de its, out of w hich pos : |
2.62 28% |
2.5 370 % |
347 ,387 ,604 .24 |
4.3 765 % |
4.34 21% |
636 ,167 ,655 .26 |
288 ,780 ,05 1.02 |
||
| 4.1 | ban k de its m ade wit h cr edit ins titut ions fro m R nia pos oma |
2.62 28% |
2.5 370 % |
347 ,387 ,604 .24 |
4.3 765 % |
4.34 21% |
636 ,167 ,655 .26 |
288 ,780 ,05 1.02 |
||
| - in RO N |
2.62 28% |
2.5 370 % |
347 ,387 ,604 .24 |
4.3 765 % |
4.34 21% |
636 ,167 ,655 .26 |
288 ,780 ,05 1.02 |
|||
| 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 rket t of whi ch: on a re ma , ou |
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 rket fro m R nia (for d, f utur nd on a re ma oma war es a 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 |
00% 0.00 |
00% 0.00 |
- | - | 00% 0.00 |
00% 0.00 |
- | - | - |
| 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 rket (fo rd, f utur nd o ptio on a re ma rwa es a ns, swa ps, etc) |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - |
| 6 | Cur rent ts a nd p etty h, o ut o f wh ich: acc oun cas |
0.5 150 % |
0.4 982 % |
68,2 24, 969 .70 |
0.60 35% |
0.59 87% |
87, 719 ,124 .07 |
19,4 94, 154 .37 |
||
| - in RO N |
0.5 150 % |
0.49 82% |
- | 68,2 17,1 61.5 8 |
0.60 35% |
0.59 87% |
- | 87, 712 ,017 .15 |
19,4 94,8 55.5 7 |
|
| - in EUR |
0.00 00% |
0.00 00% |
EUR 72 8.90 |
3,60 6.67 |
0.00 00% |
0.00 00% |
EUR 51 6.0 1 |
2,5 52.5 0 |
(1,0 54. 17) |
|
| - 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 23 3.3 6 |
1,36 2.22 |
(69 5.49 ) |
|
| - in USD |
0.00 00% |
0.00 00% |
USD 49 0.48 |
2,14 3.74 |
0.00 00% |
0.00 00% |
USD 71 7.22 |
3,1 92.2 0 |
1,04 8.46 |
|
| 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 : |
0.0 000 % |
0.0 000 % |
0.00 | 0.64 26% |
0.63 76% |
93,4 06,3 07. 15 |
93,4 06,3 07. 15 |
||
| -tre ry b ills w ith o rigin al m atu ritie s of les s th 1 ye asu an ar |
0.0 000 % |
0.0 000 % |
0.00 | 0.64 26% |
0.63 76% |
93,4 06,3 07. 15 |
93,4 06,3 07. 15 |
|||
| 8 | Par ticip atio n tit les of F .I.A ./O. P.C .V.M |
|||||||||
| 9 | Div iden ds o r ot her ivab le ri ghts rece |
00% 0.00 |
00% 0.00 |
0.00 | 00% 0.00 |
00% 0.00 |
0.00 | 0.00 | ||
| - in RO N |
0.00 00% |
0.00 00% |
0.00 | 0.00 00% |
0.00 00% |
0.00 | 0.00 | |||
| - 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 |
1.42 51% |
1.41 33% |
207 ,129 ,40 1.70 |
206 ,830 ,676 .58 |
||
| ntee dep osit ed t o th e br oke r fo r th e b uyb ack ten der offe - gu ara r |
0.0 000 % |
0.0 000 % |
- | 1.42 23% |
1.41 10% |
- | 206 ,73 7,89 5.00 |
206 ,737 ,895 .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 |
04% 0.00 |
04% 0.00 |
- | 54, 000 .00 |
06% 0.00 |
00% 0.00 |
- | 54,0 00.0 0 |
- | |
| ceiv able late d to tra ctio nde ttlem ent - re s re nsa ns u r se |
0.0 000 % |
0.0 000 % |
- | 0.00 00% |
0.00 00% |
- | - | |||
| - ta div iden ds t o be red from the Sta te B udg et x on rec ove |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
- | - | - | |
| - 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 |
0.00 00% |
0.00 00% |
- | - | (53 ,682 .69) |
|
| - ot her eiva bles rec |
0.00 00% |
0.00 00% |
- | 1,14 6.25 |
0.00 01% |
0.00 01% |
- | 20,2 42. 51 |
19,0 96.2 6 |
|
| - in RO N |
0.00 00% |
0.00 00% |
- | 1,14 6.25 |
0.00 01% |
0.00 01% |
- | 20,2 42. 51 |
19,0 96.2 6 |
|
| - in EUR |
0.00 00% |
0.00 00% |
- | 0.00 00% |
0.00 00% |
EUR - |
- | |||
| - in USD |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
USD - |
- | - | |
| id e - pr epa xpe nse s |
0.00 14% |
0.00 14% |
- | 189 ,89 6.18 |
0.00 22% |
0.00 22% |
- | 317 ,264 .19 |
127 ,368 .01 |
| Item | 31 | Dec ber 20 21 em |
31 Ma rch 20 22 |
Diff ere nce s |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| % o f th et e n et ass |
% o f th e tot al 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 iliti es |
3.3 852 % |
3.2 745 % |
448 ,373 ,527 .12 |
0.79 57% |
0.78 93% |
115 ,642 ,016 .04 |
(33 2,73 1,51 1.08 ) |
||
| 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 |
0.1 739 % |
0.16 82% |
- | 23, 032 ,887 .84 |
0.17 03% |
0.16 90% |
- | 24, 757 ,616 .26 |
1,72 4,7 28.4 2 |
| - 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 |
64% 0.16 |
EUR 4,6 03,9 79.9 8 |
22, 780 ,953 .32 |
03% 0.17 |
90% 0.16 |
EUR 5,0 04,9 76.4 0 |
24, 757 ,616 .26 |
1,97 6,66 2.94 |
|
| 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 |
0.00 02% |
0.00 02% |
- | 35,4 63.7 5 |
(12 ,566 .45) |
| 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 00% |
0.00 00% |
- | 0.00 | (26 2,24 2.0 0) |
| - in RO N |
0.00 00% |
0.00 00% |
0.00 | 0.00 00% |
0.00 00% |
0.00 | - | |||
| - in USD |
0.00 20% |
0.00 19% |
USD 60 ,00 0.00 |
262 ,242 .00 |
0.00 00% |
0.00 00% |
USD - |
0.00 | (26 2,24 2.0 0) |
|
| 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 able pay |
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 73% |
0.00 73% |
- | 1,06 5,98 4.5 9 |
119 ,776 .53 |
| 8 | Aud it fe es |
0.00 06% |
0.00 06% |
- | 78,7 04.6 9 |
0.00 00% |
0.00 00% |
- | 0.00 | (78 ,704 .69) |
| 9 | Oth er L iabi litie f wh ich: ut o s, o |
3.19 09% |
3.08 65% |
422 ,633 ,236 .90 |
0.6 179 % |
0.6 128 % |
89, 782 ,95 1.44 |
(33 2,85 0,28 5.46 ) |
||
| - 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 d istri buti are ers on |
3.1 665 % |
3.0 628 % |
- | 419 ,386 ,022 .90 |
0.6 133 % |
0.60 83% |
- | 89, 130 ,364 .91 |
(33 0,25 5,65 7.99 ) |
|
| - lia bilit ies rela ted to th turn of ital e re cap |
0.00 02% |
0.00 02% |
- | 28,6 64.0 0 |
0.00 02% |
0.00 02% |
- | 28,6 64.0 0 |
- | |
| - 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 |
0.00 02% |
0.00 02% |
- | 24, 846 .00 |
(1,3 16.0 0) |
|
| Sta - VA T pa yab le to te B udg et |
00% 0.00 |
00% 0.00 |
- | - | 01% 0.00 |
01% 0.00 |
- | 8,3 65.3 8 |
8,36 5.38 |
|
| - ta div iden ds p ble to S tate Bu dge t x on aya |
0.0 170 % |
0.0 165 % |
- | 2,2 64, 108 .00 |
0.00 25% |
0.00 25% |
- | 364 ,35 2.0 0 |
(1,8 99,7 56.0 0) |
|
| - ot her liab ilitie t of whi ch: s ou |
0.00 70% |
0.00 68% |
- | 928 ,28 0.00 |
0.00 16% |
0.00 15% |
- | 226 ,35 9.15 |
(70 1,92 0.85 ) |
|
| - in RO N |
0.00 70% |
0.00 68% |
- | 928 ,28 0.00 |
0.00 13% |
0.00 12% |
- | 182 ,334 .41 |
(74 5,94 5.59 ) |
|
| - in EUR |
0.00 00% |
0.00 00% |
- | 0.00 03% |
0.00 03% |
EUR 8,9 00.0 0 |
44, 024 .74 |
44, 024 .74 |
||
| - in USD |
0.00 00% |
0.00 00% |
- | - | 0.00 00% |
0.00 00% |
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% |
96.7 255 % |
13,2 44, 639 ,868 .31 |
100 .000 0% |
99.2 107 % |
14,5 35,9 40, 089 .82 |
1,29 1,30 0,22 1.51 |
| Item | 31 Mar ch 202 2 |
31 Mar ch 202 1 |
Diff ere nce s |
|---|---|---|---|
| Net As set Va lue |
14,5 35,9 40, 089 .81 |
10,8 50,7 76, 178 .39 |
3,68 5,16 3,9 11.4 2 |
| Num ber of o utst and ing sha res |
6,1 94,3 26,9 89 |
5,9 72,9 66,2 38 |
221 ,360 ,75 1 |
| Uni valu tary t as set ne e |
2.34 66 |
1.81 66 |
0.53 00 |
| Issu er |
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 | 31- Mar -22 |
72,8 84,7 14 |
0.5 | 1.62 00 |
118 ,073 ,236 .68 |
10.2 1% |
0.80 59% |
0.8 123 % |
Clo sing pri ce |
| IOR SA |
IOR B |
31- Mar -22 |
2,62 2,2 73 |
0.1 | 0.10 40 |
272 ,716 .39 |
0.82 % |
0.00 19% |
0.00 19% |
Clo sing pri ce |
| OM V P m S A etro |
SN P |
31- Mar -22 |
1,68 8,54 8,07 8 |
0.1 | 0.47 00 |
793 ,617 ,596 .66 |
2.9 8% |
5.4 166 % |
5.45 97% |
Clo sing pri ce |
| o S Rom A aer |
RO RX |
18- Mar -22 |
1,31 1,69 1 |
2.5 | 31.4 000 |
41, 187 ,097 .40 |
7% 18.8 |
11% 0.28 |
33% 0.28 |
Clo sing pri ce |
| Tot al |
953 ,150 ,647 .13 |
6.50 55% |
6.55 72% |
| Iss uer |
Sym bol |
f th st trad Dat e la e o ing ssi se on |
of s No 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/F eb/2 017 |
89,2 49 |
2.5 | 105 .924 2 |
9,45 3,62 8.93 |
71.8 9% |
0.06 45% |
0.06 50% |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (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 |
| SA Mec on |
CP ME |
30/J un/2 021 |
60,0 54 |
11.6 | 13.3 000 |
798 ,718 .20 |
1% 12.5 |
55% 0.00 |
55% 0.00 |
ue ( ce) Fair val Las t tra ding pri |
| Tot al |
10,2 52,3 47. 13 |
0.07 00% |
0.07 05% |
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 ula ted dis 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 |
24- Mar -21 |
15,0 00 |
27- Jan -22 |
08- Aug -22 |
08- Aug -22 |
75,0 00,0 00.0 0 |
8,2 19.1 8 |
1,93 9,72 6.03 |
0.00 | 99.7 815 % |
76,7 75,8 51.0 3 |
0.68 81% |
0.52 40% |
0.52 82% |
Fair val ue ( refe ite ren ce c om pos |
| RO GR EO2 XA E5B |
24- -21 Mar |
20, 000 |
02- -22 Mar |
08- -22 Aug |
08-A 22 ug- |
100 ,000 ,000 .00 |
10,9 58.9 0 |
2,5 86,3 01.3 7 |
0.0 0 |
99. 781 5% |
102 ,367 ,80 1.37 |
0.9 175 % |
0.69 87% |
0.70 42% |
pric ubli she d by Ma rkit, e p incl udin mul ated |
| RO GR XA E5B EO2 |
24- Mar -21 |
9,6 00 |
04- Mar -22 |
08- Aug -22 |
08-A 22 ug- |
48, 000 ,000 .00 |
5,26 0.27 |
1,24 1,42 4.6 6 |
0.0 0 |
99. 781 5% |
49, 136 ,544 .66 |
0.44 04% |
0.33 54% |
0.33 80% |
g th e cu inte rest ) |
| Tot al |
5,76 7,45 2.0 6 |
228 ,280 ,197 .06 |
81% 1.55 |
04% 1.57 |
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
| 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 |
|---|
| ha de d i he las rad ing da (w ork ing da ) 2.1 . S t 3 0 t tra n t res ys ys |
| t th No e c ase |
| 2.2 ds adm itte d t rad ing is d o d b loc al bli dm ini ati tho riti e b ds . B o t tee str rat on sue r g ua ran y pu c a on au es, co rpo on |
| No t th e c ase |
| 2.3 . B ds adm itte d t rad ing is d o d b ral tho riti o t tee ent ent on sue r g ua ran y c go ve rnm au es |
| No t th e c ase |
| the riti adm itte d t rad ing ula ted ark in oth be 2.4 . O EU o t et tat ecu es reg er em e r s on a m m r s |
| t th No e c ase |
| 2.5 . A ts b ein led fo riti adm itte d t ad ed ula ted ark in oth EU be 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 |
| No t th e c ase |
| 3. Se rit ies ad mi d o de d o lat ed ark fro be f E U tte r t et tat cu ra n a re gu m m a n on -m em r s e o |
| ha de d i he las rad ing da (w ork ing da ) 3.1 . S t 3 0 t tra n t res ys ys |
| t th No e c ase |
| 3.2 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 ) . Is o t nte ent rat tra n t sue on or gu ara go ve rnm au es, co rpo on ay ys |
| No t th e c ase |
| 3.3 . O the riti adm itte d t rad ing ula ted ark in be f E 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 |
| t th No 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 |
| No t th e c ase |
| be ing ttle d f ark ins ad mi d o ad ed ula ted ark in nia Am 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 |
| ins lis fr 5. M rk et tru nts tr ad ed ted lat ed ark ets ot he r E U mb sta te on ey ma me or on re gu m om me er |
| t th No e c ase |
| Am der ttle rel d t rke t in dm itte d o ad ed ula ted ark in oth 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 an er em e |
| No t th e c ase |
| 6. M rk ins ad ed lis ted lat ed ark fr be f E U et tru nts tr ets tat on ey ma me or on re gu m om a no n-m em r s e o |
| t th No e c ase |
| Am der ttle rel d t rke t in dm itte d o ad ed ula ted ark in be r S -EU M 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
| Issu er |
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 y st atu pan s |
Val ion tho d uat 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% |
0.0 115 % |
0.0 116 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Aer rtul Inte rnat iona l Tim isoa Tra ian Vui opo ra - a SA |
32,0 16 |
10 | 174 .912 5 |
5,59 9,99 8.60 |
20. 00% |
0.03 82% |
0.03 85% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) 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% |
0.10 81% |
0.10 89% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for EBI TDA ) |
| CN Adm inis trat ia P ortu rilor Du ii Fl uvia le S A nar |
27, 554 |
10 | 132 .796 6 |
3,65 9,07 7.52 |
20. 00% |
0.02 50% |
0.02 52% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion t 31 Oc tob er 2 021 (ap plyi ort ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma 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 76% |
0.02 78% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for EBI TDA ) |
| CN Adm inis trat ia P ortu rilor Ma ritim e S A |
2,6 58, 128 |
10 | 110 .754 6 |
294 ,399 ,903 .39 |
19.9 9% |
2.0 093 % |
2.02 53% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion t 31 Oc tob er 2 021 (ap plyi ort ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| CN Aer rtur i Bu sti S A opo cure |
2,8 75,4 43 |
10 | 234 .468 2 |
674 ,199 ,944 .41 |
20. 00% |
4.6 016 % |
4.6 382 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Com plex ul E get ic O lten ia S 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 |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (va lued ase e va rep as a at z due to ativ e E BIT d h igh net deb t) ero neg an |
| Com sig SA |
75,6 55 |
2.5 | 0.00 00 |
0.00 | 69. 94% |
0.00 00% |
0.00 00% |
Adm inis trat ive liqu idat ion |
Pric ed a t ze ro |
| E-D istri buti e B t SA ana |
9,22 0,64 4 |
10 | 26. 581 6 |
245 ,099 ,470 .55 |
24. 12% |
1.67 29% |
1.68 62% |
Unl iste d co nies , in mpa fun ctio n |
Oc (ap Val ue b d o n th luat ion ort t 31 tob er 2 021 plyi ase e va rep as a ng the rket ison hniq sing able ding ltipl tec tra ma com par ue u com par mu es for EBI TDA ) |
| E-D istri buti e D obr a S A oge |
6,75 3,12 7 |
10 | 27.2 466 |
183 ,999 ,750 .12 |
24. 09% |
1.25 58% |
1.26 58% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for EBI TDA ) |
| SA E-D istri but ie M unte nia |
3,25 6,39 6 |
10 | 63.4 750 |
206 ,699 ,736 .10 |
0% 12.0 |
08% 1.41 |
20% 1.42 |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for ) EBI TDA |
| Ene l En ie M unte nia SA erg |
444 ,054 |
10 | 74.5 404 |
33,0 99,9 62.7 8 |
12.0 0% |
0.22 59% |
0.22 77% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for EBI TDA ) |
| ie S Ene l En A erg |
1,68 0,00 0 |
10 | 36.3 690 |
61, 099 ,920 .00 |
12.0 0% |
0.4 170 % |
0.42 03% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for ) EBI TDA |
| Eng ie R nia SA oma |
2,3 90,6 98 |
10 | 218 .639 0 |
522 ,699 ,820 .02 |
11.9 9% |
3.56 75% |
3.59 59% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion t 31 Oc tob er 2 021 (ap plyi ort ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma com par ue u com par mu es for EBI TDA ) |
| Ger ovit al C etic s S A osm |
1,35 0,98 8 |
0.1 | 0.00 00 |
0.00 | 9.76 % |
0.00 00% |
0.00 00% |
Ban krup tcy |
Pric ed a t ze ro |
| Issu er |
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 y st atu pan s |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|
| Hid lect rica SA roe |
89,4 37,9 16 |
10 | 110 .964 6 |
9,92 4,44 2,57 3.77 |
19.9 4% |
67.7 363 % |
68.2 752 % |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion t 31 De ber 202 1 ort ase e va rep as a cem (ap plyi ng t he m arke t co riso n te chn ique usi able mpa ng c om par trad ing mul tiple s fo r EB ITD A) u pda ted with the st re t DL OM mo cen esti mat ed bas ed o n th e sh hold ers' al fo r th e lis ting of the are ap prov the sto ck e xch com e |
| Plaf ar S A |
132 ,784 |
10 | 16.3 634 |
2,1 72,7 97.7 1 |
48. 99% |
0.0 148 % |
0.0 149 % |
Unl iste d co nies , in mpa fun ctio n |
pan y on ang Val ue b d o n th luat ion t 31 Oc tob er 2 021 (ap plyi ort ase e va rep as a 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 |
6.4 8% |
0.09 49% |
0.09 56% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the rket ison tec hniq sing able tra ding ltipl ma 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 a t ze ro |
| 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 ieta tea Nat iona la a Sa rii S A |
2,0 11,4 56 |
10 | 107 .732 9 |
216 ,699 ,988 .10 |
48. 99% |
1.47 90% |
1.49 08% |
Unl iste d co nies , in mpa fun ctio n |
Val ue b d o n th luat ion ort t 31 Oc tob er 2 021 (ap plyi ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Wo rld T rad e C ente r Bu sti S A 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% |
0.1 785 % |
0.1 799 % |
Unl iste d co nies , in mpa fun ctio n |
t 31 Oc er 2 021 (ap Val ue b d o n th luat ion ort tob plyi ase e va rep as a ng the inco ch u sing the dis nted h flo etho d) me app roa cou cas w m |
| Tot al |
12,4 35,4 76,4 26. 36 |
84.8 747 % |
85. 549 8% |
8.1.2. Shares traded under systems other than regulated markets
Not the case
8.1.3. Unlisted shares valued at zero value (no updated financial statements submitted to the Trade Register)
| Iss uer |
of s No 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 tal tate a to ets ass |
Sta ke i n F ond ul Pro prie tate et a t a n sse |
|---|---|---|---|---|---|---|---|
| Wo rld T rad e H ote l SA |
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
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 |
87,6 45, 242 .18 |
0.59 82% |
0.60 30% |
| Ban ca C rcia la R ome oma na |
51,9 11.5 0 |
0.00 04% |
0.00 04% |
| CIT I Ba nk |
956 .84 |
0.00 00% |
0.00 00% |
| ING BA NK |
12,4 66.4 2 |
0.00 01% |
0.00 01% |
| Rai ffeis Ban k en |
637 .40 |
0.00 00% |
0.0 000 % |
| Uni cred it Ti riac Ba nk |
338 .65 |
0.00 00% |
0.00 00% |
| Pet ty c ash |
464 .16 |
00% 0.00 |
00% 0.00 |
| Tot al |
87, 712 ,017 .15 |
0.59 87% |
0.60 35% |
*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 lue t va 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 | 516 .01 |
4.94 66 |
2,5 52.5 0 |
0.00 00% |
0.00 00% |
| BRD G pe S ocie te G rale rou ene |
GB P |
233 .36 |
5.83 74 |
1,36 2.22 |
0.00 00% |
0.00 00% |
| BRD G pe S ocie te G rale rou ene |
USD | 717 .22 |
4.4 508 |
3,19 2.2 0 |
0.00 00% |
0.00 00% |
| Tot al |
7,10 6.92 |
00% 0.00 |
00% 0.00 |
| 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 t va lue (RO N) 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 uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|
| ING BA NK |
24- Mar -22 |
07- Apr -22 |
118 ,400 ,000 .00 |
14,8 00.0 0 |
118 ,400 .00 |
118 ,518 ,400 .00 |
0.80 89% |
0.8 153 % |
|
| Ban ca C rcia la R ome oma na |
28- Mar -22 |
04- Apr -22 |
111 ,700 ,000 .00 |
10,7 04.5 8 |
42, 818 .33 |
111 ,742 ,818 .33 |
0.76 27% |
0.76 87% |
|
| Uni cred it Ti riac Ba nk |
29- Mar -22 |
12-A pr-2 2 |
137 ,500 ,000 .00 |
12,9 86. 11 |
38,9 58.3 3 |
137 ,538 ,958 .33 |
0.93 87% |
0.94 62% |
Ban k de it va lue pos ulat ed w ith t he cum |
| CIT I Ba nk |
30- Mar -22 |
20- Apr -22 |
70,0 00,0 00.0 0 |
7,87 5.00 |
15,7 50.0 0 |
70,0 15,7 50.0 0 |
0.47 79% |
0.48 17% |
dail late d in tere st y re for the iod from per |
| ING BA NK |
30- -22 Mar |
20- -22 Apr |
70,0 00,0 00.0 0 |
8,7 50.0 0 |
17,5 00.0 0 |
70,0 17,5 00.0 0 |
0.47 79% |
0.48 17% |
star ting da te |
| G pe S te G BRD ocie rale rou ene |
31- Mar -22 |
01- Apr -22 |
10,3 22, 060 .10 |
860 .17 |
860 .17 |
10,3 22,9 20.2 7 |
05% 0.07 |
10% 0.07 |
|
| BRD G pe S ocie te G rale rou ene |
31- Mar -22 |
01- Apr -22 |
118 ,000 ,000 .00 |
11,3 08.3 3 |
11,3 08.3 3 |
118 ,011 ,308 .33 |
0.80 55% |
0.8 119 % |
|
| Tot al |
635 ,922 ,060 .10 |
245 ,595 .16 |
636 ,167 ,655 .26 |
4.34 21% |
4.3 765 % |
11.1. Future contracts
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
| Ser ies and mb f th nu er o e issu e |
No. of inst ent rum s |
Dat f ac qui siti e o on |
Mat urit y d ate |
Init ial v alu e |
ly inte Dai t res |
Cum ive inte ulat t res |
Cur lue (RO t va ren N |
Inte dia rme ry ban k |
Sta ke i n F ond ul P riet ate rop a tota l as set |
Sta ke i n F ond ul Pro prie tate et a t a n sse |
Val uat ion tho d me |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RO 30O 8PB 3J2 6 |
15,0 00 |
27- Jan -22 |
25- Apr -22 |
74,4 18,2 97.0 0 |
6,92 5.04 |
415 ,502 .15 |
74,8 33,7 99. 150 0 |
ING BA NK |
0.5 108 % |
0.5 148 % |
Acq uisi tion pri late d w ith ce c umu the rela ted inte rest sin ce t he |
| RO 30O 8PB 3J2 6 |
3,72 5 |
09- Mar -22 |
25- Apr -22 |
18,5 26, 577 .49 |
2,1 87. 17 |
45, 930 .51 |
18,5 72,5 08.0 000 |
ING BA NK |
0.12 68% |
0.12 78% |
uisi tion da te acq |
| Tot al |
93,4 06,3 07. 15 |
0.63 76% |
0.64 26% |
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
15.1. Dividends receivable
Not the case
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
15.5. Preference rights (before admission to trading and after the trading period)
Not the case
| Item | 31 20 20 De ber cem |
31 20 21 De ber cem |
31 20 22 Ma rch |
|---|---|---|---|
| Ne t A t sse |
10, 266 ,91 1,9 04. 10 |
13, 244 ,63 9,8 68. 31 |
14, 535 ,94 0,0 89. 81 |
| NA V/s har e |
1.6 974 |
2.2 624 |
2.3 466 |
| Me tho d ty pe |
Lev lev el era ge |
Ex nt pos ure am ou |
|---|---|---|
| a) Gro tho d ss me |
93. 75% |
13, 627 ,16 6,7 24. 60 |
| b) Co itm ent tho d mm me |
% 100 .00 |
14, 535 ,94 0,0 89. 81 |
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
Fondul Proprietatea SA Premium Point (7th Floor) 76-80 Buzesti Street, 1st District Bucharest 011017 Romania
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