Fondul Proprietatea has announced that The Romanian Financial Supervisory Authority (FSA) has approved the publication of a prospectus in relation to initial public offering (IPO) by the Fund of Hidroelectrica’s existing ordinary shares. Hidroelectrica has applied for admission to listing and trading of its shares on the regulated market of the Bucharest Stock Exchange (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. The IPO will consist of a public offering to retail and institutional investors in Romania and an offering to eligible international institutional investors.
Immediately following the admission, Hidroelectrica’s shares would be included in the BET index of the BSE.
The indicative price range for the offer has been set at between RON 94 and RON 112 per share implying a market capitalisation of RON 42,281,441,298 to 50,377,887,504 (€8,524,484,133 to 10,156,832,158).
3% discount for retail investors – for first five days of the offer period
Retail investors are entitled to a discount of 3% from the offer price 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 without the discount.
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.
The offer size
The expected size of the offer, including any over-allotment option, 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.
Offer period: 23 June 2023 to 4 July 2023
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 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.
Cornerstoned by three Romanian investor groups
Three Romanian institutional investor groups 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.
180 day lock up period for Fondul Proprietatea
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.
[QD comment: The long awaited IPO of Hidroelectrica has finally arrived! Overall, this is good news for Fondul Proprietatea (Hidroelectrica is its largest holding), which should be able to expand its capital returns to shareholders. However, as we have previously highlighted, many of the larger international investors that invest in this space had hoped to see a dual-listing for Hidroelectrica, both on the local Bucharest Stock Exchange and a larger international exchange. Unfortunately, the Romanian government blocked this, which will probably be to both Hidroelectrica and by extension Fondul Proprietatea’s detriment. Given its size, Hidroelectrica will dominate the exchange and the main Romanian indices. The addition of an international listing would have solved this problem and made the IPO more attractive. This would have allowed Hidroelectrica to access a wider pool of capital in the future and likely helped Fondul Proprietatea to achieve a better price today.]
Good job.