Fondul Proprietatea - Settlement of transactions - Hidroelectrica IPO

Fondul Proprietatea SA

10/07/2023 15:35

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RNS Number : 5421F  Fondul Proprietatea S.A.  10 July 2023

 To:          Bucharest Stock Exchange                                                                                                  Report date:

                 Financial Supervisory Authority                                                                                        10 July 2023

                London Stock Exchange

                                                                                                                                        Name of the issuing entity:

 Current report according to Article 99 (s) of the Code of the Bucharest Stock                                                          Fondul Proprietatea S.A.
 Exchange Market Operator, Title     II, Issuers and Financial Instruments

                                                                                                                                      Registered office:
 NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE

 OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY                                                              76-80 Buzesti Street
 OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

                                                                                                                                      7(th) floor, district 1,

                                                                                                                                      Bucharest, 011017
 Important events to be reported:

 Settlement of the transactions under the initial public offering by Fondul

 Proprietatea S.A. of the existing ordinary shares in S.P.E.E.H. Hidroelectrica                                                         Phone/fax number:
 S.A. ("Hidroelectrica")

                                                                                                                                      Tel.: + 40 21 200 96 00

                                                                                                                                      Fax: + 40 31 630 00 48
 Franklin Templeton International Services S.À R.L. ("FTIS"), in its capacity

 of alternative investment fund manager and sole director of Fondul
 Proprietatea (the "Fund"/ "Fondul Proprietatea"), further to the launch

 announcement published on 22 June 2023 and the subsequent pricing announcement                                                         Email:
 published on 5 July 2023, informs the market and the Fund's investors that the

 transactions under the initial public offering by the Fund of Hidroelectrica's                                                         office@fondulproprietatea.ro (mailto:office@fondulproprietatea.ro)
 shares (the "IPO", "Offering" or "Offer") were settled today.

                                                                                                                                      Internet:
 Further to the IPO, Fondul received gross proceeds of RON 8,064,301,072

 (excluding any Over-Allotment Option), which will be used in accordance with                                                           www.fondulproprietatea.ro (http://www.fondulproprietatea.ro)
 the Fund's Extraordinary General Shareholders' Meeting Resolution no. 3 made

 on 15 November 2022.

                                                                                                                                        Sole Registration Code with the Trade Register Office:

 The admission to listing and trading of Hidroelectrica's shares on the                                                                 18253260
 regulated market of the Bucharest Stock Exchange will take place on 12 July

 2023.

                                                                                                                                        Order number in the Trade Register:

 Further current reports with additional information will be released as and                                                            J40/21901/2005
 when there will be relevant information.

 Important Notice

                                                                                                                                      Subscribed and paid-up share capital:  RON 3,233,269,110.76
 THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED

 STATES.  THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US
 SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE

 APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED                                                            Number of shares in issue and paid-up:
 STATES, CANADA, AUSTRALIA OR JAPAN. THE SHARES MAY NOT BE OFFERED, SOLD OR

 OTHERWISE TRANSFERRED IN THE UNITED STATES (INCLUDING ITS TERRITORIES OR                                                               6,217,825,213
 POSSESSIONS OF ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),

 EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN, AND IN RELIANCE ON,
 RULE 144A UNDER THE US SECURITIES ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM,

 OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US                                                            Regulated market on which the issued securities are traded:
 SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SHARES IN THE UNITED

 STATES OR ELSEWHERE.                                                                                                                   Shares on Bucharest Stock Exchange

 IN THE UNITED KINGDOM, THIS COMMUNICATION IS BEING DISTRIBUTED ONLY TO, AND IS                                                         GDRs on London Stock Exchange
 DIRECTED ONLY AT, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF

 ARTICLE 2 OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS IT FORMS
 PART OF RETAINED EU LAW AS DEFINED IN THE EU (WITHDRAWAL) ACT 2018  WHO ARE

 (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
 SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED

 (THE "ORDER"), (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
 ORDER ("HIGH NETWORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC"), OR (III)

 ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
 PERSONS IN (I) TO (III) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT
 PERSONS"). IN THE UNITED KINGDOM, ANY INVESTMENT OR INVESTMENT ACTIVITY TO
 WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS. ANY
 PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR
 ANY OF ITS CONTENTS.

 IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS COMMUNICATION IS BEING
 DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, PERSONS WHO ARE "QUALIFIED
 INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF EU PROSPECTUS REGULATION.

 WITH RESPECT TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN
 ROMANIA AND WHICH HAS IMPLEMENTED THE EU PROSPECTUS REGULATION (EACH, A
 "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN
 TO MAKE AN OFFER TO THE PUBLIC OF SECURITIES REQUIRING A PUBLICATION OF A
 PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THE SECURITIES MAY ONLY
 BE OFFERED IN RELEVANT MEMBER STATES TO (A) A LEGAL ENTITY THAT IS A QUALIFIED
 INVESTOR AS DEFINED UNDER THE PROSPECTUS REGULATION; OR (B) TO FEWER THAN 150
 NATURAL OR LEGAL PERSONS PER RELEVANT STATE (OTHER THAN TO QUALIFIED INVESTORS
 AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION), SUBJECT TO OBTAINING
 THE PRIOR CONSENT OF THE BANKS FOR ANY SUCH OFFER; OR (C) IN ANY OTHER
 CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION,
 PROVIDED THAT NO SUCH OFFER OF THE OFFER SHARES SHALL REQUIRE HIDROELECTRICA,
 THE SHAREHOLDERS OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT
 TO ARTICLE 3 OF THE PROSPECTUS REGULATION OR SUPPLEMENT A PROSPECTUS PURSUANT
 TO ARTICLE 23 OF THE PROSPECTUS REGULATION.  FOR THE PURPOSES OF THIS
 PARAGRAPH, THE EXPRESSION AN "OFFER TO THE PUBLIC OF SECURITIES" IN ANY
 RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF
 SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE
 OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE ANY SECURITIES, AS
 THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE EU
 PROSPECTUS REGULATION IN THAT MEMBER STATE AND THE EXPRESSION "EU PROSPECTUS
 REGULATION" MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT
 IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.

 THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A
 PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE FOR, NOR A SOLICITATION
 TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR SECURITIES IN ANY JURISDICTION. THE
 DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SHARES IN
 CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
 THE FUND (OR ANY AFFILIATES THEREOF) OR THE BANKS OR ANY OF THEIR AFFILIATES
 THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SHARES IN
 ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
 OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SHARES IN ANY
 JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
 POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE FUND AND THE BANKS TO
 INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION
 PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OF, OR THE
 SOLICITATION OF AN OFFER TO ACQUIRE OR DISPOSE OF SECURITIES IN THE UNITED
 STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH
 AN OFFER OR SOLICITATION IS UNLAWFUL.

 THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND
 EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
 AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
 PASSED UPON OR ENDORSED THE MERITS OF THE TRANSACTION OR THE ACCURACY OR
 ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
 CRIMINAL OFFENCE IN THE UNITED STATES.

 (http://www.fondulproprietatea.ro/sites/default/files/constitutive_act_updated_as_at_9_june_2016_to_be_published_on_the_website.pdf)
 Franklin Templeton International Services S.À R.L., acting as Alternative
 Investment Fund Manager of FONDUL PROPRIETATEA S.A.

 Johan MEYER

 Permanent Representative

 

 

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