Publication of Hidroelectrica's IPO prospectus

Fondul Proprietatea S.A.
22 June 2023
 

To:          Bucharest Stock Exchange

                Financial Supervisory Authority

               London Stock Exchange

 

Current report according to Article 99 (s) of the Code of the Bucharest Stock Exchange Market Operator, Title     II, Issuers and Financial Instruments

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

Important events to be reported:

Approval and publication of the prospectus regarding the initial public offering and listing of S.P.E.E.H. Hidroelectrica S.A. shares

 

Franklin Templeton International Services S.À R.L. ("FTIS"),  in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. (the "Fund"/ "Fondul Proprietatea") informs the market and the Fund's investors of the approval by the Romanian Financial Supervisory Authority (the "FSA") and the publication of the prospectus (the "Prospectus") for the initial public offering (the "IPO", "Offering" or "Offer") by the Fund of Hidroelectrica's existing ordinary shares (the "Offer Shares") and start of the Offer period (the "Offer Period"). Hidroelectrica has applied for admission (the "Admission") to listing and trading of its shares on the regulated market of the Bucharest Stock Exchange (the "BSE").

 

The Prospectus is available on Hidroelectrica's, the Fund's and BSE's websites: www.hidroelectrica.ro, www.fondulproprietatea.ro, and www.bvb.ro. Copies of the Prospectus will be provided upon request during normal business hours at the offices of Hidroelectrica, 10th -15th floor, 15-17 Ion Mihalache Avenue, Bucharest, Romania.

 

The IPO will consist of a public offering to retail and institutional investors in Romania and an offering to eligible international institutional investors.

 

The indicative price range for the Offer has been set at between RON 94 and RON 112 per Offer Share (the "Offer Price Range"), implying a market capitalisation of RON 42,281,441,298 to 50,377,887,504 (€8,524,484,133 to 10,156,832,158). Retail investors are entitled to a discount of 3% from the Offer Price (as defined below) for applications submitted on the first five business days of the Offer Period. Offer Shares subscribed for in the retail tranche starting on the sixth business day of the Offer Period will be sold to retail investors at the Offer Price (as defined below).

 

The expected size of the Offer, including any Over-Allotment Option (as defined below), is for up to 89,708,177 Offer Shares to be sold by the Fund, representing up to its entire holding of 19.94% of Hidroelectrica's total issued share capital. Hidroelectrica will not raise new capital in connection with the Offering and will not receive any proceeds. The Fund has granted the Joint Global Coordinators an option (the "Over-Allotment Option"), representing up to 15% of the Offer Shares, exercisable within 30 calendar days following the Admission.

 

The Offer Period is expected to commence on 23 June 2023 and is expected to end on 4 July 2023 (namely at 12:00 EET), subject to acceleration or extension of the Offer Period. The Offer price (the "Offer Price") and the exact number of Offer Shares to be sold will be determined following the book building process during the Offer Period and are expected to be announced on or around 5 July 2023. Settlement is expected to take place on or around 10 July 2023. The Admission and start of trading on the BSE are expected to take place on or around 12 July 2023.

 

Retail investors can subscribe through Banca Comerciala Romana S.A., BRD - Groupe Societe Generale S.A., BT Capital Partners S.A. and at Banca Transilvania S.A. units, Swiss Capital S.A. and eligible participants from the list published on the website of the BSE. Further information is available on the websites of the respective banks mentioned.

 

Three Romanian institutional investor groups (the "Cornerstone Investors") have agreed to be cornerstone investors in the Offering and entered into cornerstone investor agreements with Hidroelectrica and the Fund. The Cornerstone Investors have undertaken to purchase in aggregate RON 2.24 billion in shares at the Offer Price, subject to certain customary conditions.

 

Immediately following the Admission, Hidroelectrica's shares would be included in the BET index of the BSE.

 

Hidroelectrica and the Fund will be subject to a lock-up arrangement during a period from 22 June 2023 until the date falling 180 days after the date of Admission, and the majority shareholder will be subject to a lock-up arrangement during a period from 22 June 2023 until 12 months after the date of Admission, subject to certain exceptions disclosed in the Prospectus.

 

Detailed information about the Offering is disclosed in the Prospectus.

 

Citigroup Global Markets Europe AG, Erste Group Bank AG, Jefferies GmbH, and Morgan Stanley Europe SE are acting as Joint Global Coordinators in connection with the Offering.Banca Comerciala Romana S.A., Barclays Bank Ireland PLC, BofA Securities Europe SA, UBS Europe SE, UniCredit Bank AG and Wood & Company Financial Services, a.s. are acting as Joint Bookrunners. Auerbach Grayson, BRD - Groupe Société Générale, S.S.I.F. BT Capital Partners S.A. and S.S.I.F. Swiss Capital S.A. are acting as Co-Lead Managers (the Joint Global Coordinators, the Joint Bookrunners and the Co-lead Managers are collectively referred to as the "Banks").

 

Rothschild & Co Equity Market Solutions Limited is acting as Financial Adviser to the Fund, and STJ Advisors is acting as Financial Adviser to Hidroelectrica in connection with the IPO.

 

Further current reports with additional information will be released as and when there will be relevant information.

Important Notice

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.  THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES (INCLUDING ITS TERRITORIES OR POSSESSIONS OF ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN, AND IN RELIANCE ON, RULE 144A UNDER THE US SECURITIES ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES OR ELSEWHERE.

IN THE UNITED KINGDOM, THIS COMMUNICATION IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018  WHO ARE (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("HIGH NETWORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC"), OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (I) TO (III) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IN THE UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS COMMUNICATION IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF EU PROSPECTUS REGULATION.

WITH RESPECT TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN ROMANIA AND WHICH HAS IMPLEMENTED THE EU PROSPECTUS REGULATION (EACH, A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF SECURITIES REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THE SECURITIES MAY ONLY BE OFFERED IN RELEVANT MEMBER STATES TO (A) A LEGAL ENTITY THAT IS A QUALIFIED INVESTOR AS DEFINED UNDER THE PROSPECTUS REGULATION; OR (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS PER RELEVANT STATE (OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION), SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE BANKS FOR ANY SUCH OFFER; OR (C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION, PROVIDED THAT NO SUCH OFFER OF THE OFFER SHARES SHALL REQUIRE HIDROELECTRICA, THE SHAREHOLDERS OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS REGULATION OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 23 OF THE PROSPECTUS REGULATION.  FOR THE PURPOSES OF THIS PARAGRAPH, THE EXPRESSION AN "OFFER TO THE PUBLIC OF SECURITIES" IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE ANY SECURITIES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE EU PROSPECTUS REGULATION IN THAT MEMBER STATE AND THE EXPRESSION "EU PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE FOR, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE FUND (OR ANY AFFILIATES THEREOF) OR THE BANKS OR ANY OF THEIR AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SHARES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE FUND AND THE BANKS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF, OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.

THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTION OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Franklin Templeton International Services S.À R.L., acting as Alternative Investment Fund Manager of FONDUL PROPRIETATEA S.A.

 

 

Johan MEYER

Permanent Representative

 

 

Report date:

22 June 2023

 

Name of the issuing entity:

Fondul Proprietatea S.A.

 

Registered office:

76-80 Buzesti Street

7th floor, district 1,

Bucharest, 011017

 

Phone/fax number:

Tel.: + 40 21 200 96 00

Fax: + 40 31 630 00 48

 

Email:

office@fondulproprietatea.ro

 

Internet:

www.fondulproprietatea.ro

 

Sole Registration Code with the Trade Register Office:

18253260

 

Order number in the Trade Register:

J40/21901/2005

 

Subscribed and paid-up share capital:  RON 3,233,269,110.76  

 

Number of shares in issue and paid-up:

6,217,825,213

 

Regulated market on which the issued securities are traded:

Shares on Bucharest Stock Exchange

GDRs on London Stock Exchange

 

 

 

 

 

 

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