ASF Approved the Prospectus for Hidroelectrica’s Listing

Hidroelectrica, Romania’s leading hydropower producer with a 100% renewable generation portfolio and one of the largest hydropower producers in Europe, has announced the approval by the Financial Supervisory Authority (ASF) and publication of the prospectus for the initial public offering by Fondul Proprietatea S.A. 

The Board of the Financial Supervisory Authority (ASF) approved, in its meeting of 22.06.2023, the prospectus for the public offering for the sale of up to 78,007,110 shares representing 17.34% of the total number of shares issued by Hidroelectrica, the issuing company.

The offering runs for eight business days, during 23.06. – 4.07.2023 and is aimed at both retail and institutional investors. The shares are offered at the Offer Price Range of RON 94 – RON 112 per share. After the public offering, the issuing company will complete the steps already started and will apply to the Bucharest Stock Exchange (BSE) for final approval for the admission to trading of the issued shares.

With a turnover of RON 9.12 billion and a profit of RON 4 billion in 2022, Hidroelectrica is one of the largest energy companies in Southeast Europe and is the largest electricity producer in the region.

“Hidroelectrica’s listing on the Bucharest Stock Exchange is the largest in the history of our capital market and even in the region and will become a benchmark for the Romanian stock exchange. This step will give a new dimension to the Romanian capital market and attract both small and large investors. The expert teams within the Financial Supervisory Authority have been working continuously to create the necessary legislative framework so that the public offering can be carried out under the best conditions and exclusively on the Bucharest Stock Exchange,” said Nicu Marcu, President of the Financial Supervisory Authority.

By listing Hidroelectrica, the Bucharest Stock Exchange strengthens its role at regional level, while being of significant importance both for the capital market and for investors in Romania. The listing of Hidroelectrica’s shares also comes in the context of the adoption of the Capital Market Strategy, which supports and encourages increased liquidity and attractiveness of the Romanian capital market.

“One of the major objectives of the ASF is the sustainable development of the capital market, as the national economy needs to strengthen this sector. As I have said on other occasions, the support of the stock exchange requires the orientation of investments towards solid assets in the national economy. The Romanian stock exchange must become a significant landmark of the Romanian economy, an important source of financing and a trading platform for the shares of the most important and attractive Romanian companies,” noted Nicu Marcu.

Hidroelectrica, which is the most valuable company in the Romanian state’s portfolio, comes to the BSE with a valuation between RON 42.3 billion and RON 50.4 billion, i.e. between 8.6 times and 10.2 times the net profit recorded in the last 12 months (Q2/2022 – Q1/2023), according to the listing prospectus published by ASF.

The public offering for Hidroelectrica (H2O) shares through which Fondul Proprietatea sells 17.34% of its holding in this company, has a maximum value of RON 8.8 billion based on the maximum subscription price of RON 112, and is scheduled to start on June 23 and end on July 4. Admission to trading is scheduled for July 12, 2023, the prospectus states. Fondul Proprietatea sells 78 million H2O shares.

The offering is structured as follows: fixed price for retail of RON 112 per share and any price between RON 94 and RON 112 for institutional investors. The price step for institutional investors is RON 0.5 per share. Retail investors have a 3% discount for the first five days of the offering. Small investors have been allocated 15% of the offering. Thus, a Romanian retail investor can subscribe for a minimum of 50 Hidroelectrica shares, which means RON 5,600.

In the first five days of the offering, a retail investor gets a 3% discount, i.e., the price of RON 112 turns into RON 108.64.

“Retail Investors are entitled to a discount of 3% of the Final Offer Price (the “Discounted Final Offer Price”) for applications validly submitted in the first five (5) Business Days of the Offer Period (i.e. until and including 29 June 2023); for the avoidance of doubt, depending on the level of the Final Offer Price, the Discounted Final Offer Price may fall below the lower limit of the Offer Price Range. A determination of the Final Offer Price below the lower end of the Offer Price Range shall neither require nor be deemed as an amendment to the Prospectus. The application of the discount for the Offer Shares purchased within the Retail Tranche will depend on the moment of registration of the trading order in the trading system of the Bucharest Stock Exchange. Offer Shares which are subscribed for in the Retail Tranche starting the sixth (6th) Business Day of the Offering (i.e., from 30 June 2023 inclusive) will be sold to Retail Investors at the Final Offer Price. For the avoidance of doubt, if a Retail Investor places one or several subscriptions in the first five (5) Business Days of the Offering and one or several other subscriptions after the fifth (5th) Business Day of the Offering, the discount shall be applied only to the subscription(s) placed by the relevant Retail Investor within the first five (5) Business Days of the Offering,” the issue prospectus states.

 

How the Hidroelectrica public offering will be carried out

Details of the offering:

• The indicative price range of the Offer has been set between RON 94 and RON 112 per Offer Share (“Offer Price Range”), corresponding to a market capitalisation of RON 42.3 billion to RON 50.4 billion (EUR 8.5 billion to EUR 10.2 billion).
• 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 Fondul Proprietatea S.A., representing up to its entire holding of 19.94% of Hidroelectrica’s total issued share capital.
• The Company will not raise new capital in connection with the Offering and will not receive any proceeds.
• Three Romanian institutional investor groups (the “Cornerstone Investors”) have agreed to be cornerstone investors in the Offering and entered into cornerstone investor agreements with the Company and the Selling Shareholder. The Cornerstone Investors have undertaken to purchase in aggregate RON 2.24 billion in shares at the Final Offer Price, subject to certain customary conditions.
• The Initial Public Offering will consist of a public offering to retail and institutional investors in Romania and an offering to eligible international institutional investors.
• The Offer Period commences on 23 June 2023 and is expected to end no later than 12 noon (local time) on 4 July 2023. 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 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.
• Retail investors can subscribe through the units of Banca Comerciala Romana S.A., BRD – Groupe Société Générale S.A., BT Capital Partners S.A. and Banca Transilvania S.A., Swiss Capital S.A. and of the eligible participants from the list published on the website of the BSE. Further information is available on the websites of the respective banks mentioned.
• Immediately following the Admission, Hidroelectrica’s shares would be included in the BET index of the BSE.
• The Selling Shareholder 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 Company 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.
• The prospectus has been approved by the ASF and is available on the websites of Hidroelectrica, Fondul Proprietatea and the BSE: https://www.hidroelectrica.ro/, www.fondulproprietatea.ro, www.bvb.ro. Copies of the Prospectus will be provided upon request during working hours at Hidroelectrica’s office.
• 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, Milan Branch and Wood & Company Financial Services 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 (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 the Company in connection with the Initial Public Offering.

“We are delighted with the strong interest we have received so far from investors and the positive feedback from them on the company’s progress. As a leader in electricity generation in Romania, with a 100% renewable energy production portfolio, a solid track record of growth and a clear strategy focused on operational efficiency, business diversification and return on capital, we believe that Hidroelectrica represents a very attractive offering for both Romanian and international investors. We look forward to meeting with potential investors in the coming period and sharing our plans to capitalize on the great opportunities we foresee in the local market as Romania continues its energy transition,” stated Bogdan Badea, CEO of Hidroelectrica.

 

Hidroelectrica in figures

Hidroelectrica is the largest energy producer in Romania, in terms of the amount of energy produced, and an important player in the hydropower sector in Europe. The group owns and operates 182 hydropower plants, five pumping stations and one wind farm that are strategically located in eight geographically organized branches throughout Romania. The total installed generation capacity of the company’s hydropower assets is divided into storage hydropower plants, run-of-river hydropower plants and pumping stations. The company has a 100% renewable generation portfolio, with an installed hydroelectric generation capacity of 6.3 GW and an installed onshore wind capacity of 108 MW in the Crucea wind farm.

Between 2018 and 2022, the company had a market share of around 29% in terms of total energy generated and delivered to the system (according to the annual reports of the National Regulatory Authority for Energy).

Hidroelectrica is one of the largest hydropower producers in Europe, with a volume of electricity generated from hydropower of 13.6 TWh in 2022, 16.9 TWh in 2021 and 15 TWh in 2020 (all quantities representing gross production). Production in 2022 reflects less favourable hydrological conditions due to severe drought.

Hidroelectrica also supplies electricity to the wholesale and retail electricity markets in Romania. The company’s market share of electricity supplied to retail customers increased from 1.3% in 2020 to around 8% in December 2022, according to ANRE. The number of retail customers increased from 2,465 in 2020 to over 482,000 in 2022. In 2022, the company supplied about 3.7 TWh of electricity to end-customers, according to ANRE.

In the years ended 31 December 2022, 2021, and 2020, Hidroelectrica generated consolidated revenues of RON 9,452.0 million, RON 6,489.3 million and RON 3,841.4 million respectively. During the same period, the company reported annual profits of RON 4,464.0 million, RON 3,116.1 million and RON 1,558.0 million respectively.

In the first quarter of 2023, Hidroelectrica achieved consolidated revenues of RON 3,272.1 million, which were generated by an increase in the total amount of energy sold (4.8 TWh in the first quarter of 2023) in all markets, including wholesale, retail, and balancing markets. This led to a total adjusted EBITDA of RON 2.184.2 million and a profit value for the period of RON 1,723.4 million in the first quarter of 2023, compared to a total adjusted EBITDA value of RON 1,702.7 million and a profit value for the period of RON 1,287.9 million in the first quarter of 2022.

Immediately prior to the IPO, the company’s shares are held by the Ministry of Energy (80.06%) and Fondul Proprietatea (19.94%). Fondul Proprietatea has held a minority stake in Hidroelectrica since its establishment, in 2005.