Fund History

Some of the key highlights for 2022 are:

•  Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in online and in person conferences, roadshows and events;
•  Completion of the 13th buy-back programme for 549.0 million shares (460.6 in the form of shares and 88.4 million in the form of GDRs). The total value of the programme excluding transaction costs was RON 1,157.2 million, and the average share price was RON 2.11 per share;
•  Completion of the 10th Tender offer of 325 million shares (264.6 million in the form of shares and 60.4 million in the form of GDRs), at a purchase price of RON 2.19 per share and the USD equivalent of RON 109.50 per GDR, executed to accelerate the 13th buy-back programme;
•  Payment to shareholders in February 2022 of the special dividend distribution of RON 0.06 per share (RON 351.2 million) approved in December 2021 – 97.0% of the distribution collected until 31 December 2022;
•  Payment to shareholders in June 2022 of the dividend distribution from 2021 annual profit of RON 0.125 per share (RON 774.3 million) – 96.1% of the distribution collected until 31 December 2022;
•  Completion of two ABB offerings for the entire holding of the Fund in OMV Petrom SA, namely 4,052,067,726 shares for a total value of RON 1,742.4 million;
•  FSA authorisation of Fondul Proprietatea as a closed-end type Alternative Investment Fund intended to retail investors on 28 January 2022;
•  Payment to the Fund by the Romanian State, represented by the Ministry of Finance on 1 February 2022 of RON 189,182,422, as payment for unpaid shares owned by the Romanian State in the Fund (363,812,350 unpaid shares, each share having a nominal value of RON 0.52). 
•  Approval of Hidroelectrica SA listing on BVB by the company’s shareholders during 31 March 2022 GSM.

Key shareholders’ approvals during 2022:

• Sale of the (entire/ part of the) shares held by FP in Hidroelectrica SA within a secondary public offering;
• Decrease of the subscribed and paid-up share capital from RON 3,334,342,422.84 to RON 3,233,269,110.76 pursuant to the cancellation of 194,371,754 own shares acquired during 2021 in the 12th buy-back programme;
• Appointment of a new member in the Board of Nominees;
• Continuation of FTIS mandate as AIFM and Sole Director of FP;
• Distribution of a gross dividend of RON 0.125 per share from the 2021 net accounting profit (Payment Date 27 June 2022); 
• Approval of the buy-back programme for 2023 (the 14th buy-back programme); 
• The 2023 budget;
• Amendment of the Management Agreement in force starting 1 April 2022 between the Fund and FTIS, as requested by the FSA;
• Increase of the remuneration for the Board of Nominees members and the increase in the notice period in case of withdrawal from the Board position.
   

Some of the key highlights for 2021 are:

• Completion of the twelve buy-back programme for 194.37 million shares. The total value of the programme excluding transaction costs was RON 328.05 million, and the average share price was RON 1.6878 per share;
• First special gross dividend distribution of RON 427.1 million to shareholders;
• Second special gross dividend distribution of RON 413.5 million to shareholders;
• Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in online conferences and events.

Key shareholders’ approvals during 2021:

• The approval of several changes to the Constitutive Act;
• The appointment of two new Board of Nominees members;
• The cancelation of shares bought-back by the Fund during 2020;
• The distribution of a gross special dividend of RON 0.072 payable starting 22 June 2021, as proposed by the Sole Director;
• The distribution of a gross special dividend of RON 0.07 payable starting 27 August 2021, as proposed by the Sole Director;
• The approval of the renewal of the mandate for a duration of two years starting with 1 April 2022;
• The approval of the Investment Policy Statement, in force starting 1 April 2022;
• The approval of a RON 0.06 per share special gross distribution payable starting 18 February 2022;
• The approval of the thirteenth buy-back programme to repurchase a maximum number of 800 million shares, between January 2022 - 31 December 2022.

Some of the key highlights for 2020 are:

• Completion of the eleventh buy-back programme for 797.96 million shares. The total value of the programme excluding transaction costs was RON 1.07 billion, and the average share price was RON 1.3347 per share;
• Gross dividend distribution of RON 418.0 million to shareholders for the 2019 financial year;
• Completion of 3 tender offers for 585 million shares (374 million in the form of shares and 211 million in the form of GDRs), at a purchase price of RON 1.39 per share and the USD equivalent of RON 69.50 per GDR, executed in order to accelerate the eleventh buy-back programme;
• Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in online conferences and events

Key shareholders’ approvals during 2020

• The cancelation of the shares bought-back by the Fund during 2019;
• The new Investment Policy Statement, in force starting 23 July 2020;
• The distribution of a gross dividend of RON 0.0642 per share for the 2019 financial year, as proposed by the Sole Director;
• The approval of several changes of the Constitutive Act (a part of them were endorsed by the FSA during 2020, and other in February 2021);
• The appointment of two new Board of Nominees members;
• The approval of the twelfth buy-back programme to repurchase a maximum number of 800 million shares, between 1 January 2021 - 31 December 2021.

Some of the key highlights for 2019 are:

• Completion of the tenth buy-back programme for 403.8 million shares. The total value of the programme excluding transaction costs was RON 439.0 million, and the average share price was RON 1.0872 per share;
• Update of the Fund’s Annual Cash Distribution Policy;
• Gross dividend distribution of RON 642.3 million to shareholders for the 2018 financial year;
• Completion of the sixth tender offer of 150 million shares (90.1 million in the form of shares and 59.9 million in the form of GDRs), at a purchase price of RON 1.21 per share and the USD equivalent of RON 60.50 per GDR, executed in order to accelerate the tenth buy-back programme;
• Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in the key financial centres in the United States of America, and Europe;
• Record high participation from foreign institutional investors and analysts at the Romania Investor Days in London, and Fondul Proprietatea Investor Days in Bucharest

Key shareholders’ approvals during 2019:

• The new Investment Policy Statement, in force starting 28 June 2019;
• The distribution of a gross dividend of RON 0.0903 per share for the 2018 financial year, as proposed by the Sole Director;
• Approval of the eleventh buy-back programme to repurchase a maximum number of 800 million shares, between 1 January 2020 - 31 December 2020

Some of the key highlights for 2018 are:

• Completion of the fifth tender offer of 1.2 billion shares (652.8 million in the form of shares and 547.2 million in the form of GDRs), at a purchase price of RON 0.9350 per share and the USD equivalent of RON 46.75 per GDR, executed in order to accelerate the ninth buy-back programme;
• Gross dividend distribution of RON 500.0 million to shareholders for the 2017 financial year;
• Completion of the ninth buy-back programme for 1.49 billion shares. The total value of the programme excluding transaction costs was RON 1.39 billion, and the weighted average share price for the cumulated value of shares and GDRs acquired was RON 0.9319 per share;
• Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in the key financial centres in the United States of America, Europe, and the Middle East;
• Record high participation from foreign institutional investors and analysts at the Romania Investor Days in London, and Fondul Proprietatea Investor Days in Bucharest

Key shareholders’ approvals during 2018:

• The new Investment Policy Statement, in force starting 1 April 2018;
• The distribution of a gross dividend of RON 0.0678 per share for the 2017 financial year, as proposed by the Sole Director;
• Approval of the tenth buy-back programme to repurchase a maximum number of 750 million shares, starting with 1 January 2019 until 31 December 2019.

Some of the key highlights for 2017 are:

• Completion of the fourth tender offer of 640 million shares (370.7 million in the form of shares and 269.3 million in the form of GDRs), at a purchase price of RON 0.91 per share and the USD equivalent of RON 45.50 per GDR, executed in order to accelerate the seventh buy-back programme;
• Gross special distribution of RON 480.5 million to shareholders through the reduction of the nominal value of the Fund’s shares from RON 0.62 per share to RON 0.57 per share;
• Completion of the seventh buy-back programme for 830.2 million shares. The total value of the programme excluding transaction costs was RON 744.5 million, and the average share price was RON 0.8967 per share;
• Gross distribution of RON 443.5 million to shareholders through the reduction of the nominal value of the Fund’s shares from RON 0.57 per share to RON 0.52 per share;
• Execution of a Memorandum of understanding with Electrica SA for the disposal of the Fund’s holdings in Electrica subsidiaries;
• Successful placement of 1.454 million shares held in OMV Petrom SA (2.6% of the total shares issued by the company and 20.4% of the Fund’s holding in the company), via an accelerated bookbuilding process on the BVB;
• Disposal of the entire holdings in the Electrica subsidiaries for a total value of the transaction of RON 752.0 million. The Fund also collected the outstanding balance of dividends in amount of RON 97.9 million distributed by Electrica subsidiaries;
• Completion of the eight buy-back programme for 141.9 million shares. The total value of the programme excluding transaction costs was RON 122.3 million, and the average share price was RON 0.8624 per share;
• Start of the ninth buy-back programme for a maximum number of shares and/or equivalent GDRs corresponding to the Fund’s shares computed so that inclusive of all the outstanding treasury shares (acquired during this programme and/or previous ones) will not exceed 20% of the issued share capital at the relevant time, which represents a total of 1,866.9 own shares as of 31 December 2017;
• Continued efforts to promote the Fund and raise its visibility, as well as the visibility of the Romanian capital market, the local companies (listed or candidates for being listed), and of Romania in general, in the key financial centres in the United States of America, Europe, and the Middle East;
• Record high participation from foreign institutional investors and analysts at the Romania Investor Days in London, and Fondul Proprietatea Analyst and Investor Days in Bucharest.

Key shareholders’ approvals during 2017:

• The return of capital of RON 0.05 per share to shareholders, as proposed by the Sole Director;
• The approval of a new mandate of FTIS as Alternative Investment fund manager and Sole Director of Fondul Proprietatea, starting 1 April 2018 and its key commercial terms;
• Approval of the ninth buy-back programme to repurchase a maximum number of 20% of the issued share capital at the relevant time.

• January: The GDR facility reached the limit of 1/3 of the Fund’s issued share capital, limit set by the regulations in force, in less than one year since the Fund’s listing on the LSE.
• April: Successful placement of 22.5 million shares held in Romgaz SA (5.8% of the total shares issued by the company and 100% of the Fund’s holding in the company), via an accelerated bookbuilding process on the BVB and LSE.
• June:
  • Gross distribution of RON 516.9 million to shareholders through the reduction of the nominal value of the Fund’s shares from RON 0.90 per share to RON 0.85 per share.
  • Disposal of the entire E.ON holdings.
• July: Start of the third Tender Offer of 575 million shares
• September:
  • Completion of the third tender offer of 575 million shares (388.6 million in the form of shares and 186.4 million in the form of GDRs), at a purchase price of RON 0.8420 per share and the USD equivalent of RON 42.10 per GDR, executed in order to accelerate the sixth buy-back programme.
  • Completion of the sixth buy-back programme for 891.8 million shares. The total value of the programme excluding transaction costs was RON 731.9 million, and the average share price was RON 0.8208 per share.
  • Start of the seventh buy-back programme for 366.5 million shares, equivalent to 3.40% of the Fund’s issued share capital as at 31 December 2016.
  • Update of the Annual Cash Distribution Policy to distribute at least RON 0.05 per share, on an annual basis, in the absence of exceptional market conditions or circumstances, subject to any restrictions under Romanian legal or tax regulations and subject to available funding.
  • Organization of the Fondul Proprietatea Analyst and Investor Days Conference in Bucharest.
• October:
  • Partial sale of 3.6 billion shares in OMV Petrom SA via a secondary public offering executed on the BVB (3.3 billion ordinary shares) and LSE through GDR listing (373.8 million shares in the form of GDRs). The value of the transaction was RON 682.3 million and USD 19.2 million, and represented 6.4% of the company’s share capital. The Fund reduced its stake from 18.99% to 12.57%, significantly increasing the company’s free float from 9.4% to 15.8%.
  • Shareholders’ approval of a special cash distribution of RON 0.05 per share, in addition to the annual cash distribution, payable to the Fund’s shareholders starting 27 March 2017.
  • Shareholders’ approval of the eighth buy-back programme to repurchase a maximum number of 10% of the issued share capital at the relevant time, starting with the date when the share capital decrease regarding the cancellation of the shares repurchased within the sixth buy-back programme is effective.
  • Shareholders’ approval Continuation of the mandate of FTIS as Fund Manager and Sole Director of Fondul Proprietatea.

• February:
  • Completion of the fourth buy-back programme for 990.9 million shares. The total value of the programme excluding transaction costs was RON 1,046.1 million and the average share price was RON 1.0558 per share.
  • Start of the fifth buy-back programme for 227.6 million shares.
• April: Secondary listing through GDRs on the Specialist Fund Market of the London Stock Exchange.
• June: Gross distribution of RON 534.3 million to shareholders through the reduction of the nominal value of the Fund’s shares from RON 0.95 per share to RON 0.90 per share.
• July: Completion of the fifth buy-back programme for 227.6 million shares. The total value of the programme excluding transaction costs was RON 193.5 million and the average share price was RON 0.8501 per share.
• September: Start of the sixth buy-back programme for 891.8 million shares, equivalent to 8.2% of the Fund’s paid-in share capital as at 31 December 2015.
• October:
  • Placement of 16.0 million shares held in Romgaz SA (4.2% of the total shares issued by the company), via an accelerated bookbuilding process on the Bucharest Stock Exchange and London Stock Exchange.
  • Shareholders’ approval for the continuation of the mandate of FTIML as Fund Manager and Sole Administrator of Fondul Proprietatea.
  • Shareholders’ approval for the changes in the Investment Policy Statement.
  • Shareholder’s approval of the seventh buy-back programme to repurchase a maximum number of 10% of the issued share capital at the relevant time, starting with the date when the share capital decrease regarding the cancellation of the shares repurchased within the fifth buy-back programme is effective.
  • Shareholders’ approval of AIFM Directive implementation plan, including (i) the amended Constitutive Act of the Fund, (ii) the termination of the mandate of FTIML as Fund Manager and Sole Director, (iii) the appointment of FTIS as Fund Manager and Sole Director and (iv) the new Investment Management Agreement, all with effective date 1 April 2016.
  • Organization of the Fondul Proprietatea Analyst and Investor Days Conference in Bucharest.

• March: Start of the 3rd buyback program of 252.9 million shares or 2.0% of the Fund’s paid share capital.
• April:
  • Approval of the secondary listing of Fondul Proprietatea on the London Stock Exchange.
  • Update of the annual cash distribution policy to ensure continuation of cash distributions to shareholders, after the FSA issued an interpretation on the NAV definition, which in essence restricted the Fund Manager’s ability to distribute dividends.
• June:
  • Placement of 19.2 million shares held in Romgaz SA (4.99% of the total shares issued by the company), via an accelerated bookbuilding process on the Bucharest Stock Exchange and London Stock Exchange.
  • Organization of the Fondul Proprietatea Analyst and Investor Days Conference in Mamaia, Constanta.
• July:
  • Placement of 9.9 million shares held in Transelectrica SA (13.50% of the total shares issued by the company), via an accelerated bookbuilding process on the Bucharest Stock Exchange.
  • Completion of the third buy-back programme for 252.9 million shares or 2.0% of the Fund’s paid share capital. The total value of the programme was RON 205.5 million and was executed at an average share price of RON 0.8125 per share.
  • Distribution of RON 601.3 million to shareholders by means of reducing the nominal value of the Fund’s shares from RON 1 per share to RON 0.95 per share.
• September: Renewal of the mandate of FTIML as Fund Manager and Sole Administrator of Fondul Proprietatea, with effect from September 2014.
• October: Start of the fourth buy-back programme for 990.9 million shares, equivalent to 8.0% of the Fund’s paid share capital.
• November:
  • Placement of 2.0 million shares held in Conpet SA, via an accelerated bookbuilding process on the Bucharest Stock Exchange.
  • Approval of the fifth buy-back programme to repurchase a maximum number of 227,572,250 shares (2.03% of the paid share capital of the Fund), starting with the date when the share capital decrease approved through EGM Resolution on 23 September 2014 is effective.
  • Organization of the Fondul Proprietatea Fall Analyst and Investor Days Conference in Bucharest.
• December: Execution of the second tender offer launched in view of accelerating the fourth buy-back programme, for 750 million shares, bought back at RON 1.11 per share. The allocation ratio was 0.0742.

• April:
  • Start of the second buy-back programme.
  • Record high participation from investors and analysts to Fondul Proprietatea Spring and Fall Analyst and Investor Days conferences.
  • Extension of the mandate of FTIML as Fund Manager and Sole Administrator of Fondul Proprietatea, starting September 2014.
• May: Placement of 632.5 million shares held in OMV Petrom SA, via an accelerated bookbuilding process on the Bucharest Stock Exchange.
• June: Distribution of RON 536.4 million dividend for financial year 2012.
• October:
  • Tender offer launched for 600 million shares in view of acceleration the second buy-back programme.
  • Organization of Romania Investor Day in London conference.
• November:
  • Extension of the mandate of FTIML as Fund Manager and Sole Administrator of Fondul Proprietatea, starting September 2014.
  • Approval of the third buy-back programme to repurchase 1.9% of the existing shares in the Fund.
  • Organization of the Fondul Proprietatea Fall Analyst and Investor Days Conference in Bucharest.
• December:
  • Completion of the second buy-back programme for 1.1 billion shares or 7.9% of the share capital, executed via open market buybacks (501 million shares bought at an average price of RON 0.7239 per share) and a tender offer (600 million shares bought at the price of RON 1 per share).
  • Placement of the entire holding in Transgaz SA via an accelerated bookbuilding process on the Bucharest Stock Exchange.

• February: US and European Road-shows.
• March: Middle East Road-show.
• April:
  • GSM approval of the second buyback programme to repurchase 7.9% of the existing shares in the Fund.
  • Organization of the Fondul Proprietatea Spring Analyst and Investor Days Conference in Bucharest.
• May: US and European Road-shows.
• June:
  • GSM approval of the secondary listing of the Fund on the Warsaw Stock Exchange to attract additional demand for the Fund’s shares from investors not active on the Romanian market.
  • Distribution of RON 508 million dividend for financial year 2011.
• October: US Road-show.
• November:
  • Extension of the mandate to list the Fund on the Warsaw Stock Exchange until 30 June 2013.
  • Organization of the Fondul Proprietatea Fall Analyst and Investor Days Conference in Bucharest.
• December: Successfully changing the NAV valuation methodology to allow companies in insolvency and reorganisation to be valued based on an independent valuation rather than at nil and to exclude treasury shares from the number of shares used in NAV per share computation. These changes allowed us to overcome the existing limitations in the Romanian legislation in force, which would otherwise have restricted the Fund’s ability to distribute dividends for financial year 2012.

• January: Listing the Fund on the Bucharest Stock Exchange and organizing the first international road-show, which put Romania back on the radar screens of large foreign institutional investors,
• March: Completed the first step in the implementation of the first share buy-back programme, by selecting Wood & Co. to execute the buy-back programme,
• May: Started the first buy-back programme,
• June:
  • Distributed the 2010 dividend of RON 432.7 million (RON 0.03141 per share), which represented the second distribution to the Fund’s shareholders since taking over as Fund Manager. In total, RON 1.5 billion (RON 0.1130 per share) was paid out to the Fund’s shareholders in less than nine months.
  • Organized a road-show in Europe to update investors on the latest developments of the Fund,
• July:
  • Began investigating the options for a secondary listing of the Fund on the Warsaw Stock Exchange.
  • Organizing a road-show in the United States to ensure widespread understanding of the Fund.
• August: Completed a selection process for the new Depositary of the Fund upon the expiration of the contract with Bancpost. ING Bank became the Depositary of the Fund on 18 August.
• September: Completed the buy-back programme.
• November: Shareholders’ approval to eliminate the voting restrictions. The decision became effective on 13 January 2012.
• December: U.S. and European road-shows.

• 25 February 2010: SC Fondul Proprietatea SA and Franklin Templeton Investment Management Ltd UK signs the Investment Management Agreement and Franklin Templeton Investment Management Ltd UK is appointed as Fund Manager and Sole Administrator of the Fund.
• 17 July 2010: Law no. 142 / 2010 has been enacted, instituting that the Fund's share capital has to be reduced by decision of the Supervisory Board from RON 14,240,540,675 to RON 13,757,592,587, by annulment of a total number of 482,948,088 unpaid shares of the Romanian state.
• July 2010: In line with the provisions of Law 247, the Supervisory Board approved the decrease in the Fund's share capital as referred to above.
• 3 August 2010: The Supervisory Board approved an increase in the Fund’s share capital from RON 13,757,592,587 to RON 13,778,392,208, reflecting the contributions of the Ministry of Public Finance from dedicated sources to the share capital of the Fund.
• 29 September 2010: The mandate of Franklin Templeton Investment Management Ltd UK Bucharest Branch as Sole Administrator of the Fund becomes effective.

• The start of the international selection process for selecting the Fund Manager of the Fund.

• 29 June 2007: Emergency Government Ordinance 81/2007 for the acceleration of the compensation procedure related to the real estate abusively confiscated (“Emergency Government Ordinance 81”), amended Law 247, acknowledged the need to evaluate the Romanian State’s contribution to the Fund’s share capital and hence established the evaluation criteria for the Fund’s portfolio assets. By the same law certain stocks were removed from the Fund’s portfolio, while the Fund’s participation in certain companies was increased and other assets were added.
• October 2007: The evaluation report prepared by an independent evaluator in accordance with the provisions of the Emergency Government Ordinance 81 revealed that the value of the assets contributed to the share capital of the Fund, determined based on the rules set out in this emergency ordinance, amounted to RON 13,282,601,016 (i.e. RON 957,939,659 less than the value of the Fund's initial share capital of RON 14,240,540,675). Shares corresponding to this amount and allocated to the Romanian State were deemed paid.
• October 2007 – July 2010: The Romanian state contributed cash / securities for the payment of the unpaid shares from various sources regulated by Law 247.

• February 2006: The Ministry of Public Finance commenced contributing to the share capital of the Fund certain amounts in cash, deriving from the foreign receivables collected by the Romanian state from various countries.

• 22 July 2005: The Fund was created by Law 247 regarding the reforms in the sectors of justice and property as well as certain related measures (“Law 247”). The Fund’s share capital was unspecified at this stage.
• 5 December 2005: Government Decision no. 1481 enacted the Fund’s articles of association, pursuant to which the Fund’s share capital amounted to RON 14,240,540,675 (consisting primarily of in kind contribution of the Romanian state, representing mostly stocks held by the Contributing Entities in various companies). No evaluation of the assets contributed to the Fund’s share capital was carried out at the time to substantiate this figure.