The first Romanian privatization through the capital market

Transcription

1 The first Romanian privatization through the capital market A success story Bucharest, October 29 th, 2016

2 IPO Transaction highlights Context of the transaction The IPO was structured as a capital increase of 105% of existing capital, with proceeds to be invested especially in the refurbishment and development of the distribution network First IPO where the Romanian State loses majority ownership The largest Romanian ECM transaction to date The structure of the transaction and the clear equity story of Electrica attracted great demand from both local and international institutional investors, enabling the transaction to be oversubscribed more than 2 times The dual listing through GDRs in London permitted international institutional investors to participate in the offering and gain access to the Romanian Capital Market EBRD placed a significant order in the book on top of signing with Electrica a Framework Agreement aiming at implementing a corporate governance action plan The IPO structure included a clawback option in order to reallocate a part of the institutional tranche to retail tranche in case of strong demand from these investors Offering structure Base offering (# of shares) 177,188,744 In % of existing capital % Primary shares (% of offering) % Brownshoe (# of shares) 8,420,000 Retail offering (%) 21.00% Place of listing Bucharest / London (GDRs) Ratio of GDRs 1 GDR / 4 shares Pricing & Sizing Initial price range RON RON 13.5 Final price RON Deal Size (EURm) Market capitalization (EURm) Free float (pre-stabiliisation) 51.20% Timetable Announcement 30 May 2014 Bookbuilding 12 June - 24 June 2014 Pricing date 27 June 2014 First trade date 04 July 2014 Syndicate Structure Global Coordinators and Joint Bookrunners Citi, Raiffeisen, SG CIB Local manager BRD - Groupe SG Success of the placement Strong demand from institutional investors, with covered book message delivered to the market 2 days prior end of bookbuilding Strong international demand with Romanian institutions representing only 25% of the demand and GDRs representing 20% of the overall final allocation Retail tranche oversubscribed more than six times, leading the company to use the clawback option to increase the size of the retail tranche from 15% to 21% US 13% RoW 22% Poland 17% Romania 25% UK 23% DEMAND BY COUNTRY Institutional 79% Retail 21% DEMAND BY INVESTOR PROFILE *Base 100 as of 11/06/2014 Source: Bloomberg as of 26/06, Electrica, SG Syndicate, exchange rate EUR/RON of (spot, Bloomberg as of 27/06/2014) 2

3 Electrica at a glance 22% 78% 100% Electrica Furnizare (EF) 3.61mn consumers 1 Electrica Distributie Transilvania Nord (EDTN) Electrica Distributie Transilvania Sud (EDTS) Electrica Distributie Muntenia Nord (EDMN) Electrica Serv (ES) Revenues 3 : RON 396mn Market share 2 21% 1.23mn users mn users 4 1.3mn users 4 EBITDA 3 : RON (5.5)mn Revenues 3 : RON 4,488mn Market share % Market share % Market share % EBITDA 3 : RON 165mn Revenues 3 : RON 858mn Revenues 3 : RON 840mn Revenues 3 : RON 872mn EBITDA 3 : RON 276mn EBITDA 3 : RON 276mn EBITDA 3 : RON 263mn Supply business: 10.1TWh on the retail market in mn users area of 97,196 km 2 covered Distributed c. 17.1TWh Distribution business (2015): concession ending in 2054 (+24.5 years extension) RON 4,423mn ( 978mn) Regulated Asset Base (RAB) EDTN 2015 Financials 6 Revenues: RON 5,503mn ( 1,238mn) EDTS Adjusted EBITDA: RON 926mn ( 208mn) Net Profit: RON 482mn ( 108mn) Net Debt / (Cash) 7 : RON (2,534mn)/( 560mn) External services: SE Muntenia EDMN SE Oltenia 3 Source: Company data, ANRE. 1. As of 31 December Consumer = Any natural person or legal entity that enters a contract to purchase electricity. 2. As of 31 December Market share is based on volumes (ANRE Report). 3. As of 31 December Revenues and EBITDA as per the financial section. 4. As of 31 December User = Any producer, transmission system operator, distribution system operator, supplier, eligible consumer or captive consumer connected to the network. 5. As of 31 December Market share is based on volumes (ANRE Report) Financials converted from RON to using 31 December 2015 exchange rate of for balance sheet data and average rate of for income statement data. 7. Net debt/ (Cash) is defined as bank borrowings+ bank overdrafts + financial leases + funding for concession agreements less cash and cash equivalents, bank deposits and treasury bills and government bonds.

4 Leading Player in Distribution and Supply Distribution Supply Volumes Distributed in 2015 Volumes Supplied in % EDMN EDTS 22% Electrica Others 60% 42.4 TWh 1 13% EDTN Others 46.2 TWh 12% 78% Electrica: 40.3% Area Covered by Distribution Network Regulated Market Sales in % EDMN 12% Electrica 238,391 km 2 14% EDTS EDTN Others 12% 14.1 TWh 38% Enel E.On CEZ 59% 15% Electrica: 41% 38% Source: ANRE latest annual report. 4

5 Summary Consolidated Financials Revenues Revenues (RON mn) Strong Adjusted EBITDA Growth and Margin Performance Adjusted EBITDA (RON mn) and Adjusted EBITDA Margin (%) 5,383 5, , % 17% 19% 17% 22% 4,969 4,772 2, ,156 2, ,427 2, H H H H Revenues from Green Certificates Revenues (ex-green Certificates) Solid Net Profit Generation Net Profit (RON mn) NP Related to Equity Accounted Investments-(1) NP Group NI Margin 13% 11% 8% 9% 5% Strong Capital Structure: Net Cash Position Net Debt 2 /(Cash) (RON mn) (298) (2,551) (2,731) (2,534) (2,675) H H H H Source: Company data. 1. NP Related to Equity Accounted Investments relates to the shareholdings that Electrica spun off in April Net debt/ (Cash) is defined as bank borrowings+ bank overdrafts + financial leases + funding for concession agreements less cash and cash equivalents, bank deposits and treasury bills and government bonds. * 2014 results were restated due to the application of IFRIC 21 starting with 1 January 2015; 2013 results were restated due to the application of IFRIC 12 and the new standards, with initial application date 1 January 2014 as per IFRS-EU, and due to the application of IFRIC 21

6 Market Evolution on BSE and LSE Evolution on capital market after IPO Market Capitalization RON bn. (as of Oct 24 th, 2016) IPO price RON 11, USD Total Shares 345,939,929 Closing price on first day on BSE RON Free float 51.2% after the IPO Closing price on first day on LSE USD Dividends from 2014 net profit RON /share; Total RON 250 mn Highest closing price on BSE RON (7 Sep 2016) Dividends from 2015 net profit RON /share; Total - RON 292 mn Highest closing price on LSE USD (19 Sep 2014) Total liquidity since IPO on BSE RON 1.57 bn Lowest closing price on BSE RON (11 Jul 2014) Total liquidity since IPO on LSE USD 151 mn Lowest closing price on LSE USD (27 Jan 2016) BSE s top liquidity position 4 th (7.4% from total liquidity) Last price on BSE RON Oct 24 th, 2016 Total yield since IPO on BSE 38%: 23.6% from share price, 14.4% from dividends Last price on LSE USD Oct 24 th, ,000,000 16,000,000 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 - Monthly trading volume and average monthly closing price of shares on BSE (in RON) and GDRs on LSE (in USD) Source: BSE, LSE 6 BSE - Shares - Monthly volume BSE - Shares - Average monthly closing price (RON) LSE - GDRs - Monthly volume LSE - GDRs - Average monthly closing price (USD)

7 Comparative evolution with BSE indices Evolution on capital market after IPO % EL (BSE) Performance BET Performance BET-FI Performance BET-NG Performance BET-XT Performance ELSA (LSE) Performance Source: Company data; BSE 7

8 Corporate Governance Board of Directors - Composition Board of Directors - Structure Board of Directors - Committees Cristian Busu Chairman Arielle Malard de Rothschild Corina Popescu Ioana Dragan Willem Schoeber Chair of the Strategy, Restructuring and Corporate Governance Committee Pedro Mielgo Alvarez Chair of the Audit and Risk Committee Bogdan Iliescu Chair of the Nomination and Remuneration Committee All board members are non-executive, four of whom are independent and are elected in accordance with the Articles of Incorporation. On December 14 th, 2015 a new seven-member Board of Directors is elected by the GMS through cumulative voting method for a 4-year mandate On January 13 th, 2016 Mr. Cristian Busu was appointed Chairman of the board for a one-year mandate On October 21 st, 2016 OGMS appointed Mr. Willem Schoeber as an independent member of the Board of Directors following the vacancy of a position in the Board of Directors of Electrica. Audit and Risk Committee (AR), comprising three non-executive members, having relevant financial experience - supervises the financial reporting process, the efficiency of the internal control, audit and risk management systems. Nomination and Remuneration Committee (NR), comprising three non-executive directors - defines selection criteria for new members, makes proposals for new members and recommends the remuneration policy for nominated directors, managers and key personnel. Strategy, Restructuring and Corporate Governance Committee (SRCG), comprising three non-executive directors, one of them being the Chairman of the board - provides guidelines for the strategy, restructuring and corporate governance and supervises the implementation. The Board of Directors appointed the following new executive managers for a mandate of four years in 2015: Executive Management Ms. Iuliana Andronache CFO Ms. Alexandra Borislavschi Strategy and Corporate Governance Mr. Ramiro Angelescu Sales Coordination On 19 September 2016, the Board of Directors of Electrica SA appointed Mr. Dan Catalin Stancu as a CEO of Electrica SA for a mandate of four years as of 24 October

9 2016 Financial Calendar February 15 Publication of the annual stand-alone preliminary results Financial Calendar March 22 March 31 April 27 April 28 May 16 May 19 August 16 August 22 November 15 November 21 Investor and analyst teleconference for 2015 consolidated financial results General Meeting of Shareholders for the approval of the 2016 budgets and Capex plan General Meeting of Shareholders for the approval of the 2015 annual financial results Release of 2015 Annual Report - Release of interim report 1st quarter of 2016 (January-March) Investor and analyst teleconference for 1st quarter of 2016 financial results Release of interim report 1st half of 2016 (January-June) Investor and analyst teleconference for 1st half of 2016 financial results Release of interim report 3rd quarter of 2016 (January-September) Investor and analyst teleconference for 3rd quarter of 2016 financial results 9

10 Q&A 10