Fondul Proprietatea SA (FP) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the Fondul Proprietatea First Quarter 2024 Results Conference Call. [Operator Instructions] It is now my pleasure to turn the conference over to Marius Dan, Chief Executive Officer and Corporate Secretary. You may begin.

Good afternoon, and welcome, everyone, to our conference call to discuss the first half 2024 results and the July 2024 net asset value development of Fondul Proprietatea. Johan Meyer, CEO of Romania for Franklin Templeton, Portfolio Manager; Catalin Cadaru, Financial Reporting Manager, and I are pleased to host today's call. The First Half 2024 results report can be found on the Fondul website in the Financial Results section and the presentation we will be discussing is available on our website at www.fondulproprietatea.ro in Investor Relations Call section. After the presentation, we'll have a 30-minute Q&A session. The call is being recorded, and the recording will be available on the Fund's website after the call. That being the agenda, I'd like to turn to Johan to give an update on the Fund key facts and portfolio. Johan?

Thank you, Marius, appreciate it, and welcome to everyone joining us on the call today. Moving directly into it on Slide 2 of the presentation, I show the key facts about the Fund. At the end of July, the fund's NAV was RON 2.3 billion or USD 0.5 billion and NAV per share was RON 0.66 or the equivalent $0.1451. On the right-hand side, you see the evolution of the funds adjusted share price and the discount for premium since Fund's listing in January 2011. Yesterday, we closed the fund was trading at a discount of 40.3% for the shares and 33% for the GDRs. Moving on to Slide 3. We show the fund shareholder structure as at the end of July 2024. To compare it to the previous conference call that we had in May, the remaining institutional shareholders have reduced the holdings in the fund, whereas Romanian private individuals have been net buyers of fund shares. Now moving on to Slide 4. We show a summary of the NAV, the share price and the GDR performance since 2011, and the evolution of the fund's average annual discount on the Bucharest Stock Exchange and the London Stock Exchange. The NAV total return in the first half for 2024 was 10.3%, while the total return from local shares was negative 14.9%, while the total return from the GDRs was negative 11.6%. For the first 7 months of 2024, the NAV total return was 11%. Total return for local shares, a negative 9.5%, and the total return from the GDRs was negative 7.6%. Now moving on to the next section on Slide 6. We show the portfolio structure at the end of July, which shows 74.6% in unlisted companies, 5.5% in listed equities and just shy of 20% in net cash and receivables. Net cash and receivable position being $100 million as of the end of July. On Slide 7, we present the main portfolio companies as of the end of July, as mentioned, representing 76.2% of the Fund's NAV. On Slide 8, we present the first half figures for Bucharest Airports. And there on the financial side, operating revenues increased 18% compared to the first half of '23 to RON 613 million, and the operating result reached RON 302.5 million, an increase over the RON 248 million achieved in the first half of 2023. This was driven by continued traffic growth in the first half of the year, which reached 7.4 million passengers, which is an increase of 9% compared to the first half of 2023. The higher passenger traffic coupled with a more beneficial contract for commercial spaces at the airport, were the main positive drivers for the 22% increase in operational profitability, as mentioned, which reached RON 302.5 million. Regarding the litigation on the 7 March 2024, the Bucharest Court of Appeal ruled in favor of the Fund to annul the shareholder resolution related to the share capital increase, related to certain land plots. And it's worth mentioning there that the Bucharest Court of Appeal's decision is final. On the corporate governance front, in July 24, the Board of Directors was appointed for a 4-year mandate. However, Fondul Proprietatea challenged the legality of these appointments in Court, due to irregularities in the selection process and the outcome there of, which, in our view, go against the provisions of OUG 109/2011, which is the corporate governance law. On Slide 9, we show the first half figure for Constanta Port. On the financial side, operating revenues decreased by 3% year-on-year to RON 268 million. Operating profit was RON 227.5 million, which is an increase over the 117.7% achieved in the first half of last year. Net income was RON 231.6 million, an increase of 112% year-on-year. So their traffic declined marginally in the first half compared to the first half of 2023 to 40.5 million tonnes, due to a significant drop in volume linked to Ukraine, which almost halved approximate -- to approximately 6.5 million tonnes. However, the operating profitability almost doubled, reaching RON 227.5 million in the first half, primarily due to a reversal of a legal provision of RON 112.9 million. On the corporate governance front, Board members, they continue to have interim mandates and the selection process for full mandates has not yet started. Moving on to Salrom on Slide 10. Operating revenues increased by 2% year-on-year to RON 241.7 million. Operating profit was RON 66 million, an increase of -- increase from RON 37.5 million in the first half of '23. The net income was RON 61.4 million, an increase of 9% compared to the previous year. On the corporate governance front, in February '24, the Board of Directors was appointed for a 4-year mandate, of which Fondul Proprietatea appointed 2 out of 5 members. Also, the selection procedure based on the law 109/2011 was completed and the Board appointed the General Manager for a period of 4 years, starting with July 2024. We continue to believe that Salrom is a good candidate for a potential IPO, and we'll continue to collaborate with the company and the majority shareholder to pursue this option. On Slide 11, we show key financials for the Fund's largest holdings, including the 2023 figures as approved by shareholders. Now moving on to the corporate action section. I would like to invite Marius to comment.

Thank you, Johan. On Slide 13, we outlined the Fund's distribution since we started managing the Fund. The 2024 amounts are estimations that we've made based on the buybacks that we've executed so far in the market. The dividend decision, which was approved by the Fund shareholders during the April Annual Shareholder Meeting and the number of paid shares excluding the treasury shares as of the 12 July. Please note that the daily execution of the 16 buyback program started on the 8 April, and is currently suspended due to the ongoing tender offer process. The 2024 numbers do not include the amount to be paid in the tender offer, because we are waiting approval. And after the approval, we will be able to announce the price at which we will be buying back shares in the current tender offer. So far, the distributions that we have made since 2010, including the amounts for 2024 have exceeded RON 28.7 billion or $7 billion. Moving on to Slide 14. A brief update on the Fund buyback program. The shares we purchased in the 14th buyback program to 2.11 billion shares. We are awaiting the decision to cancel the shares, and we expect that to be imminent. And on the 15th buyback program, we have approval from shareholders to repurchase 1 billion shares, which is approximately 70.6% of the Fund's outstanding shares. We are working with our [indiscernible] and Swiss capital on the current buyback program. On Slide 15, we include the details on the fund's annual net dividends and dividend payout ratios for the largest portfolio companies as of the end of July. Based on the figures approved by shareholders, the total amount for top holdings is approximately RON 144 million for the dividends approved in 2024 from the 2023 profit. Moving on to Slide 16. We show a brief summary of total dividend income received from the portfolio companies in the last 10 years. So far, total dividends approved, both regular and special, that have been or are expected to be received this year, RON 145.8 million. On Slide 17, we show the 2024 financial calendar. We will be participating at the [indiscernible] Romania conference next week, which is taking place in Bucharest and we have the shareholder meeting plan for 27 September. And on the following slides, we show the main points of the 27 September shareholder meeting agenda. As you can see on Slide 18, the main topics of the EGM are the approval of some amendments of the Constitutive Act of the Fund. On Slides 19 and 20, we have the approval of the 2024 budget of Fondul Proprietatea, the appointment for a period of 3 years for 2 Board members, and you can follow the list of candidates who have applied for the current Board election process on the Fund's website. The deadline to submit nominations is expiring today at 5:00 p.m. Moving on, on the agenda, we have the appointment -- the reappointment of Ernst & Young as a financial auditor Fondul Proprietatea. We have the approval of the selection criteria, which has been prepared and proposed by the Board of nominees on the basis of advice received from Numis Securities, which is a member of Deutsche Bank group. And based on which the Board of nominees will be selecting the alternative investment Fund manager of Fondul Proprietatea. We have also the appointment following a selection process done by the Board of nominees of Numis Securities, member of Deutsche Bank Group as selection advisers assisting the Fund through the members of the Board of nominees in relation to the selection of a potential altering investment fund manager. We have the approval of the advisory budget for the selection process in the amount of RON 3.8 million and also the approval of either the extension of the mandate of Franklin Templeton Investment Services as the sole director and Alternative Investment Fund Manager of Fondul Proprietatea for 1 year, starting with 1 April 2025 until end of March 2026. And the corresponding extension of the terms of the management agreement executed between the Fund and FTIS, 29 March, 2024 until the 31 March 2026, included. Or the approval of the appointment of a new sole Director of Fondul Proprietatea will act as an alternative investment Fund manager for a mandate of 2 years starting with 1 April 2025 until end of March 2027. Furthermore, as you may have seen last evening, we did receive a request to supplement the convening notice of the 27 September 2024 shareholder meeting agenda, and the Ministry of Finance requested some key points. One, the suspension of the current buyback program after the shareholder meeting resolution is published in the official visit. Of course, if this will be approved by the Fund's shareholders. And an interdiction to perform any other buybacks until 31 March 2025. And the second point was related to the preservation of the current portfolio of the Fund and interdiction to perform any buyback programs and the retention or use of cash held by the Fund exclusively for the management of their portfolio. Or for investments if shareholders approved to extend Franklin Templeton investment services mandate from 1 April 2025 until end of March 2026. We will need, of course, as always, issuing the voting recommendation. And we encourage as many shareholders to participate and vote in the upcoming shareholder meeting. The Fund financial results for the period are presented on the next slide, and I would like to invite Catalin Cadaru, Head of financial reporting to comment.

Thank you, Marius. On Slide 22, you can see the balance of the Fund and the most important cash inflow during the period related to the disposal of Engie, while the most important outflows related to the net dividends paid during the period for all the ongoing distributions. The dividend receivables showed on the balance sheet, mainly includes the amounts by Bucharest Airports and Salrom, and as of today, all amounts have been collected. Moving on to Slide 23, on the profit and loss for finding [indiscernible] the main factor behind that being the dividend income mentioned earlier, while the gains on equity [indiscernible] value profit and loss related to the update of the valuation for the most significant [indiscernible] for the half year report.

Thank you, Catalin. At this point, we would like to open it up for any questions on the phone.

[Operator Instructions] Your first question on the phone comes from Christiano Petri from [indiscernible].

Hello, can you hear me?

Yes, please go ahead.

Yes. So if -- just a question regarding the additional item on the extraordinary meeting from the state. If the prospectus is not approved by the FSA until the moment of the GSM and this passes through, this means that the repurchase program will not take place?

Correct. So if this point is approved at the shareholder meeting following the publication of the decision in [indiscernible], the buyback program would effectively be stopped.

[Operator Instructions] We have no questions on the phone at this time.

Okay. We have some questions that were submitted in the chat box from [indiscernible]. First question is to provide more details around the current situation Salrom and the steps that we've taken in recent years for this change. And importantly, the challenges that we've encountered. So a quick recap here. The listing approval in principle was in July 2021. And in July 2022, the government approved the memorandum supporting the listing of Salrom to a public offering of the shares held by the Fund. But the challenges and the obstacles that we've had to deal with in the meantime, as in many listing process, but [indiscernible] particularly related Salrom corporate governance in that -- the Board of Directors and management were in interim roles for a long period of time, and there was some changes in the composition. So obviously, that's very difficult to make supporting progress in the listing initiative. And then, the second obstacle that we tried to address was the appointment of a big 4 auditor. There were two tender processes run at the end of last year, with the incumbent auditor being reappointed. So progress there is very slow. But as I mentioned in my earlier remarks, we continue to believe that this is a viable candidate for listing, and we will continue the conversation with the company and the majority shareholders on next steps in order to make progress here. The second, and I guess, is a related question due to this in some way. According to the [indiscernible] the listing of three set of companies planned by '26, one of which is in the transportation sector. And in our opinion, what are the chances that this company will [indiscernible] Bucharest Airports and can we provide some comments on the topic? From my point of view, I think -- well, there's no clarity in terms of communication on which company this should be. Again, similar to the comments on Salrom, we believe that Bucharest Airports would very much benefit from a listing on the Bucharest Stock Exchange as a mechanism to raise capital at the company, in order to fund or partially fund a expansion of the activities at the airport. I'm sure anybody that travels with [indiscernible] in the last couple of years, would have noticed, that it is quite congested. And if we're thinking longer term, clearly, the decision here is needed sooner rather than later. So if the government -- the Ministry of Transport is serious about this, they have a very willing partner in us to collaborate on finding a way forward for listing of Bucharest airports. And third question, can we inform you, which sole directors have been proposed so far? So no -- other than [indiscernible], no sole directors have been proposed to today. With the selection process for a Fund manager being in the hands of the orders nominees of the Fund. So on the agenda, specifically, is the approval of the selection criteria for a Fund manager, as well as the approval of the adviser that is -- that will support the board in the selection process. But other than Franklin Templeton for an extension for 12 months. While this process is ongoing, no other mandate -- no other candidates have been proposed thus far. Then there's another question of what impact do we anticipate [indiscernible] buyback will have on the NAV objective about the Fund? On the NAV as such, no other impact, because that is related to the value of the underlying holdings. I think where there is potentially a greater concern is that the buyback program is a key part of the discount control mechanism, as stated in the [indiscernible] documents, [indiscernible] and the investment policy statement. So that is one of the key mechanisms that we as the sole director can neutralize to manage the discount of the Fund. So from our point of view, [indiscernible] a buyback or banning a buyback would be potentially detrimental to shareholders.

There's one more question on the phone. Please go ahead.

[Operator Instructions] We have no phone questions at this time.

Okay. In this case, we would like to thank everyone for your participation on the call today. And for any additional questions, please feel free to reach out to us any time, and we hope to see you at some of the upcoming events, including the shareholder meeting in the coming weeks.

Ladies and gentlemen, this does conclude today's conference call. Thank you for your participation, and you may now disconnect.