Yesterday, Fondul Proprietatea published the EGSM resolutions, at which Engie Romania sale was approved for RON 432.6m. Furthermore, share buyback program details were also announced. Finally, the EGSM rejected the third item on the agenda, i.e. the sale by Fondul of any holdings in the portfolio companies of the Fund that individually or cumulatively exceed 20% of the total value of Fondul’s non-current assets, less receivables, under the terms we will detail below.
Starting with the Engie Romania sale, Fondul Proprietatea’s EGSM approved the sale of all shares that the Fund holds, for the total consideration of RON 432.6m. According to the latest NAV of the Fund, the EUR 432.6m consideration represents 19.5% of the financial assets and 14.9% of the total assets of the Fund.
Besides the Engie sale, the EGSM also approved the share buyback (SBB) program. According to the resolutions published after the meeting, the SBB refers to the buy-back of shares of Fondul Proprietatea, as well as global depositary receipts (GDRs) corresponding to shares of Fondul Proprietatea, via trading on the regular market on which the shares, the GDRs corresponding to the shares of Fondul are listed, or public tender offers, for a maximum number of 1bn shares. The form of the shares refers to all the listed categories above. The start of the share buyback program is expected during 2024, and when this resolution is published in the Official Gazette of Romania, up to 31 December 2024.
The buy-back shall be performed at a price that cannot be lower than RON 0.2/share, and higher than RON 1 per share. In the case of the acquisitions of GDRs corresponding to shares of Fondul, the calculation of number of shares in relation to the aforementioned thresholds shall be based on the number of Fondul’s shares underlying such instruments and their minimum and maximum acquisition price in the currency equivalent shall be within the price limits applicable to the share buy-backs mentioned above, and shall be calculated based on the number of shares represented by each GDR. This share buyback program is aimed at the share capital decrease of Fondul Proprietatea.
Finally, the EGSM voted on the sale by Fondul Proprietatea throughout 2024 of any holdings in the portfolio companies of Fondul, which either individually or cumulatively exceed 20% of the total value of Fondul’s non-current assets, less receivables. However, this item has been rejected by the EGSM. This item pertained to all or a part of the holdings held by Fondul in CN Aeroporturi Bucuresti SA, CN Administratia Porturilor Maritime SA, Societatea Nationala a Sarii SA, Alro SA. The entire EGSM resolutions can be accessed here.
