Pricing and allocation of the initial public offering of S.P.E.E.H.
Hidroelectrica S.A. (“Hidroelectrica”)
Franklin Templeton International Services S.À R.L. (“FTIS”), in its capacity of alternative investment fund manager and sole director of Fondul Proprietatea S.A. (the “Fund”/ “Fondul Proprietatea”), and further to the launch announcement published on 22 June 2023, informs the market and the Fund’s
nvestors of its agreement to sell 78,007,110 existing ordinary shares (“Offer .s”), excluding any Over-Allotment Option (as defined below) in the initial public offering by the Fund of Hidroelectrica’s shares (the “IPO”, “Offering” or “Offer”).
The Final Offer Price was determined at RON 104 per Offer ..
The Fund has granted the Joint Global Coordinators an option (the “OverAllotment Option”), representing 11,701,067 .s, exercisable in whole orin part within 30 calendar days following the Admission (as defined below),such .s having been allotted for stabilization purposes.
If the Over-Allotment Option is exercised in full, the number of Offer .ssold at IPO will increase to 89,708,177, which represents 19.94% ofHidroelectrica’s total issued share capital, and the Fund’s entire holding inHidroelectrica. Of this, 71,766,542 .s have been allocated to theInstitutional Tranche (representing 80% of combined total of Offer .s and.s in relation to the Over-Allotment Option) and 17,941,635 .s havebeen allocated to the Retail Tranche (representing 20% of the combined total of Offer .s and .s in relation to the Over-Allotment Option). The prorata allocation factor calculated for the Retail Tranche of the IPO is0.3209762650.
Hidroelectrica will not receive any proceeds from the Offering. Settlement will take place on 10 July 2023. The admission and start of trading on the Bucharest Stock Exchange (“BSE”) under the symbol “H2O” will take place on 12 July 2023 (the “Admission”). Immediately following the Admission, Hidroelectrica’s shares will be included in the BET index of the BSE. Hidroelectrica and the Fund are 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 of Hidroelectrica is subject to a lockup arrangement during a period from 22 June 2023 until 12 months after the date of Admission, subject to certain exceptions disclosed in the Prospectus. In connection with the Offering, Erste Group Bank AG (acting directly or through Banca Comerciala Romana S.A.) as stabilisation agent (the Stabilisation Agent”) on behalf of Citigroup Global Markets Europe AG (the “Stabilisation Manager”) may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Offer .s or effect other stabilising transactions with a view to supporting the market price of the Offer .s at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on the Bucharest Stock Exchange and may be undertaken at any time during the period commencing on the date of the commencement of trading of the Offer .s on the Regulated Spot Market of the Bucharest Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilisation Manager or any of its agents to effect stabilizing transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the Offer .s above the Final Offer
Price. Such stabilisation, if commenced, may be discontinued at any time without prior notice. Except as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilising transactions conducted in relation to
the Offering. 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 reland PLC, BofA Securities Europe SA, UBS Europe SE, UniCredit Bank AG nd Wood & Company Financial Services, a.s. 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 (the Joint Global Coordinators, the Joint Bookrunners and the CoLead Managers are collectively referred to as the “Banks”).
Rothschild & Co Equity Markets Solutions Limited is acting as Financial
Adviser to the Fund, and STJ Advisors is acting as Financial Adviser to Hidroelectrica in connection with the IPO.
Further current reports with additional information will be released as and when there will be relevant information.
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