Fondul Proprietatea SA (FP) Earnings Call Transcript & Summary

Thank you for holding, and welcome everyone to the Fondul Q3 2022 Results Conference Call. [Operator Instructions]. Thank you. I will now turn the call over to Marius Dan, Deputy CEO, Corporate Strategy. Mr. Dan, please go ahead.

Thank you. Good afternoon, and welcome, everyone, to our conference call to discuss the 9-month 2022 results in the October 2022 net asset value development for Fondul Proprietatea. Johan Meyer, CEO of Franklin Templeton, Bucharest Branch is Fund Manager of Fondul Proprietatea; Catalin Cadaru, Head of Financial Reporting; and I are pleased to host today's call. The third quarter 2022 results report can be found on the Fund's website in the Financial Results section. Presentation that we will be discussing was also sent out to you earlier today. The slides are available on our website at www.fondulproprietatea.ro in the Investor Relations Call section. After the presentation, we will have a 30-minute Q&A session. Just as a reminder, the call is being recorded. The recording will be made available on the Fund's website after the call. Now that being the agenda, I turn to Johan to start off with the presentation.

Thank you, Marius, and welcome to everybody joining this call. I'd like to start with Slide 2 of the presentation where we highlight the key facts about the Fund. At the end of October, the Fund's net asset value was RON 15.5 billion or just over $3.1 billion and the NAV per share was RON 2.7 or just shy of USD 0.55. On the right-hand side, you can see the evolution of the Fund's adjusted share price and the discount or premium and cash, maybe since the Fund's listing in January 2011. As of yesterday's close, the Fund was trading at a discount of 30% for the shares and 27% for the GDRs. On Slide 3, we present the Fund's shareholder structure as of 31 October '22, reflecting no major changes since our last results call. The cancellation of shares approved bought back during 2021, the cancellation being approved by the Fund's shareholders in the 20 April Annual Shareholder Meeting was finalized on the 19 October when the increase of the subscriber share capital was registered with the trade registry. Moving on to Slide 4. We show a summary of the net asset value share price and GDR performance since 2011, and the evolution of the Fund's average annual discount on the Bucharest and London Stock Exchanges. The net asset value total return in the third quarter was 24.8%, and the total return for the local shares was negative 3.7%. Although total return for the GDRs was down 12.9%. Year-to-date, the NAV total return was 25.4%. The total return for the local shares down 2.1%, while the total return for the GDRs was 14.8% -- down 14.8%. On slides 5 and 6, we show the contributors to the fund's NAV performance for the third quarter and for the first 9 months of the year. On Slide 5, we show that there was no significant top performer. The main bottom performers during the quarter were Hidroelectrica, the ENEL Distribution companies and Engie following the updated valuation reports conducted for these companies in order to incorporate the energy market developments. Also OMV Petrom was among the bottom performers of the quarter following the company's share price evolution on the stock exchange. The overall performance of the NAV was negative 3.2%. For the 9-month period, the performance was a result of the updated valuation reports, Hidroelectrica, Salrom, Bucharest Airports and Constanta Port. Also Alcom, our smallest company's portfolio, registered a good share price performance during the period. The bottom performers during this period were OMV Petrom and the gas and electricity distribution companies, Engie and ENEL Distribution. The overall performance for NAV in the first 9 months of the year was positive 19.05%. The Fund, as always, we'll continue to closely monitor the evolution of the financial markets and that of the specific industries, the unlisted holdings operating for each NAV reporting period, and if necessary update the multiples analysis will be prepared and the valuation of unlisted holdings will be updated accordingly. Moving on to the next section. We will give an update on the Fund's portfolio. Moving on to Slide 8. We show the portfolio structure as of the end of October. 92% in unlisted companies, 6% in listed equities and 2% in net cash receivables. The net cash receivable position at 31 October was $61.6 million. On Slide 9, we present the top 10 portfolio companies as of the end of October, representing almost 97% of the Fund's net asset value, with Hidroelectrica itself representing just over 78% of the Fund's NAV. On Slide 10, we present some updates regarding the largest holding of the Fund, Hidroelectrica. Information: according to the management, in the first 9 months of the year, the company registered, compared to the same period of 2021, a turnover of RON 6.9 billion, an increase of 47%. EBITDA of RON 4.6 billion, an increase of just shy of 29% year-on-year; and net profit of RON 3.5 billion, an increase of 37% year-on-year. Over the period on the standalone basis, the company paid a windfall tax of RON 413 million and registered a water tax cost of RON 340 million, down 23% year-on-year, driven by the lower electricity production volumes. At the end of September, the company's cash and equivalents stood at RON 3.4 billion, while total interest-bearing debt amounted to RON 508 million, 17% lower compared to the same period last year. Operating cash flow was RON 3.4 billion, 12.6% higher compared to the same period of '21. Capital expenditures carried out in the first 9 months of '22 reached RON 129 million compared to RON 695 million in the first 9 months of '21. Bearing in mind that RON 635 million of that amount was related to the acquisition of the Crucea Wind park. During the period, total electricity sold was 10.6 terawatt hours, down from 14.1 terawatt hours in the first 9 months of '21, out of which electricity sold out of own production reached 10 terawatt hours, a decrease of 26% year-on-year. The average realized electricity price was RON 590.5 per megawatt hour, an increase of 93% year-on-year. Regarding the company's IPO, is an update compared to our last call. At the beginning of September, we announced that we had selected the consulting and investment banks in relation to the IPO, which is composed of a reputable international regional and local investment banks. Regarding the timing of the transaction. We're working on finalizing the IPO as soon as seems feasible. As a reminder, the remaining state committed in the recovery and resilience program for listing of Hidroelectrica by the end of the first half of 2023. On the corporate governance side, the Hidroelectrica shareholders approved in October '22, the initiation of the selection process for the members of the Supervisory Board in accordance with the provisions of Ordinance 109 of 2011. The selection process will be conducted by the Ministry of Energy with the assistance of an independent HR recruitment specialist. The full year mandate of all the 7 members of the current Supervisory Board expires on the 5 February 2023. Moving on to Slide 11, we present the main updates on OMV Petrom that fund's second largest holding. I'll just highlight a couple of key points here. Consolidated revenues were up 160% year-on-year. The net result was RON 9.1 billion compared to RON 1.7 billion in the same period of last year, and the cash -- net cash position at the end of September was RON 12.3 billion compared to RON 8.2 billion as at end of September last year. The highlights on the business and operational side. The subscription period for the share capital increase approved by sales in April ended in October, and the registration was finalized in early November. Fondul Proprietatea subscribed and received 174 million new shares. And some highlights on the management FY '22 guidance. Oil prices seen at above $100 per barrel, with refining margin is expected to be above $15 per barrel, a significant increase on the USD 5.5 expectation in 2021. Moving on to Slide 12. We show some updates on Bucharest Airports. Pleasing to note that on the operational side, traffic in Q3 '22 reached a seasonal peak in August with 1.4 million passengers per month. The cumulative traffic for the first 9 months of '22 continued the recovery trend compared to the COVID -- slower period during COVID and reached 9.4 million passengers, just 17% below the pre-COVID levels and almost double year-on-year. Regarding the Baneasa Airport share capital increase. The claim for annulment of the shareholders hearing will not be irrevocably settled in 2022, as the first hearing was postponed to 8 September 2022 and further to November '22, where the Ministry of Transportation was introduced in the file. The next hearing was scheduled for 3 (sic) [ 9 ] March 2023. Moving on to the Corporate Actions section. I'd like to invite Marius to comment. Thank you, Marius.

Thank you, Johan. Moving to Slide 14, we outlined the Fund's distribution since we started managing the fund year-to-date. We have distributed RON 1.83 billion or approximately $317 million. The amount includes the daily buybacks up until the 11 November, the tender offer that we executed at the end of the first half 2022 as well as the dividend distribution for financial year 2021, which amounted to RON 0.125 per share as a gross dividend. The total distributions that we have made since 2010 have reached RON 17.1 billion, approximately $4.4 billion. Moving on to Slide 15. This is where we plan the latest update from the Fund's buyback programs during the general shareholder meeting that took place earlier today. The Fund's shareholders approved the 14th buyback program for a maximum number of shares of 3.5 billion, and we are scheduled to start the program in January -- on the 1st of January 2023. Moving on to the following slide, on to Slide 16, we show a summary of the total dividend income received from the portfolio companies in the last 10 years. The total dividends, both regular and special dividends, received by Fondul Proprietatea this year amounted to RON 928.2 million, and that included the special dividends which were paid by Hidroelectrica as well as the OMV Petrom. And this cash will be distributed out to shareholders in accordance to our distribution policy. Moving on to Slide 17 and 18. We show the agenda of the shareholder meeting that took place earlier today. As I mentioned, we received approval for the buyback program, which is the largest buyback program in the history of Fondul Proprietatea. The approval of the shares held by Fondul Proprietatea and the share capital of Hidroelectrica, the proposal made by us as a fund manager, which gave maximum flexibility to include a secondary listing as well as any other way to dispose of the stake in Hidroelectrica decided by us. This was not approved by the Fund's shareholders. The point added to the agenda by the Ministry of Finance, which at the request of the Ministry of Finance, which included the sale of the shares held in Hidroelectrica to be placed through a secondary offering only on the Bucharest Stock Exchange, this was approved by the Fund's shareholders. In the OGM agenda, which can be find -- found on Slide 18, all of the points were approved by the Fund's shareholders. That being said, I would like to turn it to Catalin Cadaru, Head of Financial Reporting, to comment on the Fund's financial results for the period.

Thank you, Marius. Looking at the balance sheet developments for the 9 months during 2022. The equity portfolio has significantly increased mainly on the back of the strong performance of Hidroelectrica, while the noncurrent asset position that was booked at the end of last year related to the OMV Petrom transaction that was settled during January. Also, the liability -- other liabilities shown at the end of the last year related to the special dividend that was approved during December and where the payment started during February 2022. If we move to the next slide, we can see that Fondul registered an unaudited profit for the first 9 months of 2022 of approximately RON 3.5 billion, out of which the biggest contributor is the change in fair value coming from the portfolio companies, and again, from Hidroelectrica valuation mainly and also a strong contributor to this annuity profit is the gross dividend income that reached just above RON 930 million during the period, and this includes both the annual dividend and special dividends from the portfolio of companies.

Thank you, Catalin. At this point, we would like to open it up for any questions that you may have either in the chat or via audio.

[Operator Instructions]

Yes, in the meantime, we've received a question on the web. What were the main reasons for the large reduction in volumes at Hidro from 14 to 11 terawatt hours? And what is the management expecting for the fourth quarter of '23? So the reduction in volumes is purely related to hydrology. In other words, the draft being experienced in Romania and on the tributaries of the main rivers. And what is management expecting for the fourth quarter of '23? Considering that we are in an IPO process, we have to be very careful of making forward-looking statements. But what I can say is that the situation continues to be very challenging from a hydrology point of view. Moving on to the steps for the Hidroelectrica listing. So at the moment, we -- as mentioned, we have the investment banks selected. They are working with the company to prepare to engage with potential investors as part of the process. So next steps will include early look meetings with let investors getting feedback from those investors at the same time, preparation of the prospectus and other listing documents, and those are obviously critical steps in the preparation for the IPO. The company itself is hard at work, along with the various advisers and banks. So we are excited to be making good progress on the project. Moving on to the next question. Exclusive lifting on Bucharest Stock Exchange was approved and the buyback was approved. Yes. That's correct. The Bucharest listing, as proposed by the Ministry of Finance, was approved by the majority of shareholders as well as the buyback program. Can we comment on the RON 450 per megawatt hour cap and what are the expectations of 2023? And if we are involved in removing the cap? Again, expectations for 2023, and that's not something that we can comment on considering a legal advise. And if we are involved in moving the cap, well, certainly, we'll -- considering that this is very fresh news related to the ordinance that was published last week, we are currently consulting with our legal colleagues and various other stakeholders in order to take the process forward and take whatever steps you can in order to ensure that the profitability of the company is protected as much as possible.

There are no questions by phone at this time.

And then I think the, for clarity, there's the outcome of the Hidro-related resolution compels unlisted shares locally and not consider a secondary listing? So the response there is we have a very clear mandate from shareholders to pursue Bucharest listing only. This does not mean that this will necessarily be the final outcome. But whatever the final structure of the IPO will be, will require shareholder approval both at Hidroelectrica level and at the Fondul Proprietatea level. So as it stands currently, the approval is for Bucharest lifting only, and we are preparing the listing structure according to the shareholder approvals.

We do have a question by phone, Iuliana Ciopraga with Wood & Company.

I have actually a couple of questions. So first on Hidroelectrica. Do you see any impact on the Hidroelectrica related evaluation as Johan just mention a little bit on Friday? And if you can kind of comment a little bit on how that impact of the supply and production segments for Hidroelectrica? And also, I see that based on the detailed statement of investments, you reduced 5-year provisioning on Salrom. Can you comment on your strategy going forward? And third, on ENEL. There PPC immediate costs that these will be interested to buy 7% in ENEL's global subsidiaries. I understand you have take a long ride. Please advise this 7%, would you be able to sell 7% of your own stake?

Iuliana. So let us start with the last question on PPC. We've also seen the media reports. We cannot really make any further comments on that. With regards to the tag along rights, we do have tag-along rights so we can sell our stake in the Montana entity in case a transaction takes place. In terms of your other question on the detailed statement of investments and OMV Petrom given that OMV Petrom is a listed company, we cannot really comment on our strategy with the stake that we have in the company. Then moving to Hidroelectrica. Your question, if I understood correctly, we first, on the 1 hand, on the impact on the valuation, given the latest regulation. And the second question was the impact on production in the supply segment of the company. Now given that the new legislation was just approved on Friday at the end of last week, we are currently in the process of assessing the potential impact on Hidroelectrica. We obviously are looking -- we're engaging with other stakeholders regarding this topic, and we'll be in a position to make further comments at a later date because this is something very new.

And as a follow-up, you mentioned you have tag-along rights only for Montana not for Bucharest.

Yes.

And regarding the listing, has been this listing. So -- and so you haven't fully decided the idea, right? Is that what we should take from this? I need your help whether about the listing, but you haven't fully discarded the idea of full listing, as we mentioned that?

See, Iuliana, just to clarify that statement, we prepare according to the shareholders' approvals that we've obtained. We now have a shareholder approval at the level of Hidroelectrica and at the level of Fondul. So that is how we prepare for the IPO. Of course, subject to any further shareholder approvals at those levels, there may still be a change. But at the moment, we have a very clear mandate from shareholders to focus on the Bucharest listing only and the preparation will focus on that.

There are no further questions by phone at this time.

There's 1 question on the web related to the size of the placement. I think the response there is the exact size of the placement of listing will be determined by market conditions and optimal pricing at that point in time. So at this point, we're not in a position to comment on the size. And then a follow-up on the impact of Hidro is not listed by the first half of 2023. What benefits does Romania will go from the recovery plan? I do not leave that, that's exactly stipulated, but of course, the risk at the various time lines and tests in the recovery and resilience program is not met that the Romania may have lower funding from the EU for this recourse program. Well, another question. Any updates on the Salrom listing? Unfortunately, nothing major at this point in time. This continues to be a reasonably slow step-by-step process. So at this point, no further updates, and then we will be sure to update shareholders when we have more relevant information to share.

There are no further questions from the audio at this time.

We don't have any further questions on the web either. So we would like to thank again everyone for your time today. If you have any additional questions, please do not hesitate to reach out to us. And we look forward to seeing everyone in person in the upcoming conferences and road shows that we will be organizing. Have a good day.

This concludes today's conference call. We thank you for your participation. You may now disconnect.