FAQs

General Information

  • Introduction

    The history of stock exchanges can be traced to 12th century France, when the first brokers are believed to have developed, trading in debt and government securities. Unofficial stock markets existed across Europe through the 1600s, where brokers would meet outside or in coffee houses to make trades. The Amsterdam Stock Exchange, created in 1602, became the first official stock exchange when it began trading shares of the Dutch East India Company. These were the first company shares ever issued.

    By the early 1700s there were fully operational stock exchanges in France and England, and America followed in the later part of the century. Stock exchanges became an important way for companies to raise capital for investment, while also offering investors the opportunity to share in company profits. The early days of the stock exchange experienced many scandals and stock crashes, as there was little to no regulation and almost anyone was allowed to participate in the exchange. Today, stock exchanges operate around the world, and they have become highly regulated institutions. Investors wanting to buy and sell stocks must do so through a stock broker, who pays to own a seat on the exchange. Companies with stocks traded on an exchange are said to be 'listed' and they must meet specific criteria, which varies across exchanges. Most stock exchanges began as floor exchanges, where traders made deals face-to-face. The largest stock exchange in the world, the New York Stock Exchange, continues to operate this way, but most of the world's exchanges have now become fully electronic.

    A company listed on a stock exchange has unlimited access to investors. This means unlimited financing opportunities, which can help owners raise capital for their corporation and expand into a more successful business. Depending on the product popularity or market conditions, the price of stocks fluctuates. Investors earn a profit through buying when stock prices are low and selling when shares have reached their highest prices. Even investors do not directly deal with the stock exchange, but hire a broker, a specialist who knows the ins and outs of the exchange, to buy and sell for them. Brokers make a commission off of every profitable sale.

    What Is a Stock Market?

    The stock market is a platform for trading shares in publicly listed companies (PLCs). It is a place to invest money with the chance that it will appreciate faster than it would by sitting in a bank account. Of course, there is also a risk that the companies invested in do not perform well, and the investment shrinks.

    What Is a Public Company?

    Public companies list or float on a stock exchange for two main reasons. Firstly, they open up their share capital to mainstream investors. That means, instead of the company being owned and funded by a handful of wealthy private individuals, it is split into much smaller shares, or holdings. Shareholders own part of the company and even have a say in how it is run.

    Another reason is to raise money. A publicly traded company may decide to issue, say, another million shares to the market. New investors bring new money to the table, and that funding can be put toward anything from expansion to paying off bank debt. It puts the business in a better position to grow.

    There are other benefits to having a public listing including raising the company’s reputation for a start.

  • Introduction

    Closed-end funds are often confused with, and mistakenly called Mutual Funds. A major difference is that closed-end funds behave more like a stock -- the market value is driven by supply and demand for the shares. On the other hand, an open-end mutual fund continually issues new shares to investors and does not trade on an exchange. Perhaps the best way to understand a closed-end fund is to compare it with an open-end mutual fund.

    Open-End Mutual Funds vs. Closed-End Funds

    You can think of a mutual fund as “open-ended” because the cash flow door -- both into (investments) and out of the fund (redemptions) -- is always open. In other words, the portfolio manager continues to invest new cash from investors, and the fund company continues to offer new shares of the fund to new investors.

    You can think of a closed-end fund, then, as “closed-ended” because the cash flow door -- into and out of the fund -- is always (with a few exceptions) closed. The manager only invests a fixed amount of cash that was raised (in an initial public offering) of the fund’s shares. If you want to buy shares of the fund, you buy the shares from another investor via a stock exchange. The number of fund shares do not fluctuate based on investor demand.

    Prices

    As mentioned above, a closed-end fund does not continually issue or redeem shares like a mutual fund. The value of one share of this pool is called the Fund’s net asset value (NAV), just like open-end funds. Closed-end funds trade on exchanges or the over-the-counter market. As a result, closed-end funds can have another price, known as the market price, besides their NAV. The market price is the price at which investors buy and sell shares of the closed-end fund.

    Trading

    Closed-end funds can trade at a premium, discount or, rarely, exactly equal to their NAV. The shares of these funds often trade at a discount to their NAV. The ability to buy at a discount is key benefit of the closed-end structure for investors. If held for a long period of time, the price may eventually return close to the fund’s NAV. The price increase, combined with any dividends or interest, can provide a higher-than-average rate of return.

    Similarities in Closed-End Funds and Mutual Funds

    Like mutual funds, closed-end funds are:

    • A diversified portfolio of stocks, bonds, or a combination of the two
    • Professionally managed by an investment manager
    • Either actively or passively managed
    • Required to distribute capital gains and dividends to shareholders
    • Regulated by the country’s local regulator

    Differences in Closed-End Funds and Mutual Funds

    Unlike mutual funds, closed-end funds:

    • Are traded on a stock exchange or over-the-counter
    • Are bought and sold at market price versus the underlying securities’ value
    • Are valued based on supply and demand for the fund
    • Can be purchased and sold throughout the trading day
    • Can use leverage (borrow cash to invest in more assets) to enhance their returns
  • Various research and studies show that over the medium and long-term, the equity market has provided superior risk adjusted returns. Equities can provide higher returns than a bank account.

  • Primary shareholders (beneficiary of the restitution process) and those acquiring the shares on the stock market are both eligible to hold shares in Fondul Proprietatea.

  • They have the possibility to invest in a listed entity. Most sophisticated investors (pension funds, insurance companies, investment funds) cannot invest in non-listed entities, due to restrictions in their investment policies. Following the listing of FONDUL PROPRIETATEA they have access to a unique stock, since FONDUL PROPRIETATEA provides a good exposure on the Romanian energy and utilities sector.

  • Yes, it is possible to sell only some of the shares you own in Fondul Proprietatea.

  • Yes, because your account statement also includes the confidential code, a necessary element for your broker to be able to trade. The list of confidential codes is released only together with the account statement. If you obtained an account statement at the time you received the shares, you will need a new one, which should also show your confidential code.

  • Not necessarily. Your broker can obtain, for a fee, the account statement, including the confidential codes, on your behalf. The broker will need however to have a contract signed for this purpose with the Central Depository.

  • The settlement process for a trade on the Bucharest Stock Exchange is T+2, meaning funds will be transferred to your brokerage account 2 working days after the day of the trade. For example, if you sold shares on a Monday, funds will arrive in your brokerage account by Thursday. It is also important to keep in mind that funds will first get transferred in your brokerage account, not your bank account. In order for the funds to get transferred to your bank account, you need to ask your broker to transfer the funds from your brokerage account.

  • Yes, you can empower a different person to contact a broker for your trades on the Bucharest Stock Exchange. This is done through a special power of attorney legalized by a notary. The rights and the obligations of the empowered person must be clearly stated within the special power of attorney.

  • Daily market buy-backs are suspended during the duration of the tender buyback offer and will be restarted after the completion of the offer.

    In case of takeover offer by a third party, any tender buy-back would require an approval from the local supervisory authority (FSA). Daily market buy-backs should still be possible unless Fondul Proprietatea is in possession of material non-public information.

About Franklin Templeton

  • Franklin Templeton International Services S.À R.L. is the Sole Administrator and the Alternative Investment Fund Manager of FONDUL PROPRIETATEA and has the role provided by Romanian Companies' Law and by the Directive 2011/61/EU on Alternative Investment Fund Managers.

  • Describe the role of Franklin Templeton Investment Management Ltd. UK Bucharest Branch as Investment Manager of Fondul Proprietatea.                              

    Effective with 1 April 2016, Franklin Templeton Investment Management Ltd. United Kingdom Bucharest Branch wad approinted to act as its investment manager (“Investment Manager”) and thus delegated to the latter the portfolio management and the performance of administration services over Fondul Proprietatea. The said delegation excludes expressly the delegation of the risk management of Fondul Proprietatea, which shall remain the sole prerogative of the Fund Manager.

    The delegation of the portfolio management allows the Investment Manager, among others, to:

     (i)  manage the investment, realisation and reinvestment of the assets of Fondul Proprietatea ("Assets") with power on behalf of and in the name of Fondul Proprietatea, at the Investment Manager’s discretion, to purchase, subscribe to, otherwise acquire or deal in investments and securities and to sell, redeem, exchange, vary or transpose the same, provided that as manager of the Assets of Fondul Proprietatea, the Investment Manager shall observe and comply with the Constitutive Act, the Investment Policy Statement, all regulations, investments policy and objectives, and restrictions applying to the Assets as laid down in the Constitutive Act of Fondul Proprietatea, and in a general fashion, all laws and regulations to which Fondul Proprietatea is subject;

     (ii)  represent Fondul Proprietatea in the shareholders’ meetings organized by the portfolio companies of Fondul Proprietatea and exercising all rights of voting conferred by investments and securities of Fondul Proprietatea;

    (iii)  enter into such contracts in the name of Fondul Proprietatea as deemed necessary or advisable in order to carry out the investment policy and objectives

    (v)  give instructions to pay to and/or deposit with the depositary all monies, investments and securities received by it on behalf of Fondul Proprietatea.

    The delegation of the administration services allows the Investment Manager, among others, to:

    1. Manage the relationship with the Central Depositary with regard to its shareholders register functions – the only entity that has the right to keep the register of shareholders under Romanian legislation;
    2. Keep all the books, records, agreements, forms, papers, files and other corporate documents required by Romanian law;
    3. Determine and issue the net asset value of Fondul Proprietatea as well as the net asset value per share of Fondul Proprietatea;
    4. Receive any and all notices, correspondence, telegrams, telex messages, telephonic advice or other representations and communications received for account of Fondul Proprietatea;
    5. Provide and supervise facilities and services for the preparation and dispatch of statements, reports, notices, announcements, proxies, minutes and other documents to the shareholders/investors and the Board of Nominees;
    6. Co-operate at the drafting of the entire documentation for calling the General Meeting of Shareholders of Fondul Proprietatea;
    7. Draft the annual budget;
    8. Co-operate at the organization of the General Meeting of Shareholders of Fondul Proprietatea and the meeting of the Board of Nominees including by making the necessary legal arrangements in order to ensure appropriate conference rooms and other arrangements for such meetings;
    9. Provide for any legal filing and publications and file any tax returns;
    10. Maintain contacts with all supervisory, regulatory, tax or other state authorities or Fund-related professional organisations in Romania, complying with any information request from these authorities and advising Fondul Proprietatea thereof (including the current reports);
    11. Co-operate at the establishment of the annual reports, accounts, financial reports, financial statements and of any other documents which have to be sent to Investors or to the relevant authorities in accordance with applicable laws, regulations or the Constitutive Act;
    12. Deal with investor queries and sending correspondence and all other documents to the investors;
    13. Public Relations activities;
    14. Marketing activities (such as, but not limited to investor road-shows, group and one-on-one meetings with institutional investors, participation in various global and regional emerging and frontier market conferences, as well as organization of Analyst and Investor Days events).

    FTIS is a société à responsabilité limitée qualifying as an alternative investment fund manager under Article 5 of the Luxembourg Law of 12 July 2013 on alternative investment fund managers, authorized and registered with the Commission de Surveillance du Secture Financiere under no. A00000154/21.11.2013, whose registered office is located at 8A rue Albert Borschette, L-1246 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 36.979, and registered with the Romanian Financial Supervisory Authority (“FSA”) under number PJM07.1AFIASMDLUX0037/10 March 2016.

    The Investment Manager is registered with the FSA under no. PJM01SFIM/400005/14.09.2009, and is authorized and regulated in the UK by the Financial Conduct Authority, registered therein under the number 121779, registered as a foreign equivalent of an investment adviser with the US Securities Exchange Commission.

  • We consider that the listing was a success for the following reasons:

    • It is now finally listed and available for trading on a regulated stock exchange for our shareholders who have been waiting for many years for this important event.
    • Shareholders and investors are able to trade Fondul Proprietatea shares in a transparent and safe manner with lower transaction costs.
    • The listing itself created tremendous liquidity on the stock exchange on the first few days of trading.
    • The high volume of buyers on the first few days of trading implies that institutional investors have been active and buying Fondul Proprietatea shares.
    • With a market capitalization of roughly 2 billion Euros, Fondul Proprietatea’s listing has had a significant impact on the revival of the Romanian capital market.
    • With the listing of Fondul Proprietatea on the Bucharest Stock Exchange, Romania is now on foreign investors’ radars. The spotlight is now on the Bucharest Stock Exchange, the capital market and Fondul Proprietatea. This has created significant international interest that has been covered and discussed in international publications such as the Financial Times.
  • Franklin Templeton funds have not purchased any Fondul Proprietatea shares for its funds. The group is still in the process of reviewing internally the extent to which such purchases could raise conflict issues and, if so, how best to address them.

  • Franklin Templeton Investment Management Ltd. UK Bucharest Branch was not involved in the design of the restitution process by which those who have been dispossessed receive compensation in terms of Fondul Proprietatea shares or cash. In addition, Franklin Templeton Investment Management Ltd. UK Bucharest Branch has no influence over who gets compensated or not. Any questions regarding the restitution and compensation processes should be sent to the National Authority for Property Restitution to:

    National Authority for Property Restitution

    202 Calea Floreasca St., District 1, Bucharest

    Main Phone: + 4 021-200.09.60

    Other phone numbers:

    Law 10/2001 Department: +4 021-200.94.80

    Cash Payment Department: +4 021-200.94.77

    Franklin Templeton Investment Management Ltd. UK Bucharest Branch’s mandate is to actively manage Fondul Proprietatea’s portfolio as per the Templeton Investment process and aim to provide the very best returns for Fondul Proprietatea shareholders over the long-term.

About Fondul Proprietatea

  • Fondul Proprietatea is a joint stock company operating as a closed-end investment company (Alternative Investment Fund) without a set lifetime, incorporated in Romania, trading on the Bucharest Stock Exchange since January 2011. Fondul Proprietatea is registered with ASF as an undertaking for collective investments, from the category of other undertakings for collective investments under register number PJR09SIIR/400006/18.08.2010,

  • Fondul Proprietatea was established in order to assure the financial resources necessary to grant compensations to the persons abusively deprived of their properties by the former communist regime and no longer possible to be compensated in kind.

    Following the fulfillment of some stages strictly determined by law, the titleholders of the compensation rights, established in accordance with the provisions of the special laws, become shareholders of Fondul Proprietatea.

    The current subscribed and paid in share capital of FONDUL PROPRIETATEA can be consulted here. Initially, the sole shareholder of FONDUL PROPRIETATEA was the State represented by the Ministry of Public Finance. Following the compensation process, the State stake in FONDUL PROPRIETATEA has diminished in time. The shares of FONDUL PROPRIETATEA are freely transferable since March 2008 and therefore at present FONDUL PROPRIETATEA has as shareholding structure: the Romanian state, primary shareholders (beneficiaries of the restitution process) and other shareholders/investors (those who acquired the shares on the over-the -counter market).

    The share capital of FONDUL PROPRIETATEA can be increased according to the provisions of the Constitutive Act of FONDUL PROPRIETATEA and the Romanian laws in force.

  • Fondul Proprietatea is not governed or administrated by any institution or public authority. Fondul Proprietatea is under the control of the general meeting of the shareholders, like any other commercial company.  In principal, a public institution is defined by law as “any state organization or local autonomous administration that is not an autonomous administration, neither a commercial company”.

    Unlike the budgets of the public institutions, the incomes and expenses budget and the financial statements of Fondul Proprietatea are approved by the general meeting of the shareholders (art. 7, paragraph 3, letter c - the Constritutive Act of Fondul Proprietatea).

  • As of the listing date, trades (buy or sell) will be conducted as for any other listed company at the Stock Exchange, through a buy or sell order issued to a broker. For this, any buyer or seller must have a signed contract with one of the brokers registered to trade on the Bucharest Stock Exchange.

  • If your broker cannot directly provide this information, an alternative way would be the following: access the website of the Bucharest Stock Exchange and type FP in the symbol lookup box in the left menu and hit enter. You will get transferred to a page with information about Fondul Proprietatea, including price evolution. On the same page you can find all shareholder reports and announcements issued by Fondul Proprietatea.

    Also, information regarding the share price and discount evolution can be found on the Fund’s webpage, here.

  • Starting 21 December 2010, the date when CNVM issued the Securities Registration Certificate, Fondul Proprietatea can no longer be traded through the Central Depository. Trading resumed once Fondul Proprietatea was listed on the Bucharest Stock Exchange and will only be done through the Stock Exchange.

  • The number of shares you own in Fondul Proprietatea is confirmed by the Central Depository, situated at 34-36 Carol I Avenue, Floors 3, 8 and 9, Bucharest 2. In order to obtain this information you will need to provide the documents listed on the Central Depository's website, here.

  • As Fondul Proprietatea is a listed company, it sends regular reports about its activity and latest developments to the Bucharest Stock Exchange and the Romanian Financial Supervisory Authority (FSA). All shareholders and investors have equal opportunities for gaining access to this publicly disclosed information, which can be also accessed on this website here.

    At the same time all shareholders and investors can obtain information about Fondul Proprietatea by contacting the Franklin Templeton Investment Management Bucharest Branch:

    Tel: +40 21 200 96 00

    Fax: +40 21 200 96 31/32

    E-mail: office@fondulproprietatea.ro  

    Website: www.fondulproprietatea.ro

  • Fondul Proprietatea was listed on the Specialist Fund Market of the London Stock Exchange on 29 April 2015.

  • Fondul Proprietatea was listed on 25 January 2011 on the Bucharest Stock Exchange.

  • The listing ensured the opportunity for the primary shareholders shareholders to benefit from the positive effects of a listing: greater transparency, liquidity and a more efficient price formation; therefore, they have the opportunity to sell their shares for a better price than the one on the grey market.

  • The Bucharest Stock Exchange, proved not big enough for FONDUL PROPRIETATEA. In order to ensure a fair market price, an adequate liquidity is necessary. Listing FONDUL PROPRIETATEA on an international stock exchange is one way to ensure liquidity, as well as a better exposure of FONDUL PROPRIETATEA shares to foreign investors.

  • Since August 2010 when Fondul Proprietatea was registered with CNVM, Fondul Proprietatea has calculated and published monthly Net Asset Value ("NAV") reports in accordance with Romanian legislation and regulations in force. NAV is computed monthly, for the last business day of the month, as well as for the dates when Fund’s share capital changes are recorded with the Trade Registry.

    The value of Net Asset is certified by the Depositary Bank of Fondul Proprietatea, currently BRD Groupe Societe Generale. The deadline for NAV reports' submission to Financial Supervisory Authority and publication is 15 calendar days after the relevant reporting date.

    The first NAV published by Fondul Proprietatea was as at 31 May 2010. The NAVs from May to July 2010 were published on a voluntary disclosure basis. The August 2010 NAV was the first official report submitted to CNVM following Fondul Proprietatea's registration with CNVM as a closed-end fund.

    The monthly NAV reports published by Fondul Proprietatea, together with the NAV calculation methodology can be found on the Fund’s webpage, here.

  • The Romanian State, represented by the Ministry of Public Finance, is still a FONDUL PROPRIETATEA shareholder. While at start, in 2005, the state started by owning 100% of Fondul Proprietatea, its stake greatly diminished over time. It is important to note that the government does not have control or influence in the decision making processes of the fund manager.

Fondul Proprietatea Performance

  • The return for an investment of RON 1,000 in Fondul Proprietatea shares on the day of the listing and subsequently at the beginning of each year would have been RON 8,367 until 28 April 2015, including the dividends and cash distributions paid by Fondul Proprietatea. A comparative chart with a similar investment in the BET index can be found below

    FP Perf vs BET Index.jpg

    Disclaimer:

    This presentation is for general information only and reflects the personal views of the presenter. Nothing herein is intended to constitute advice on investment, legal or tax matters, nor is it an offering or an invitation to buy or sell shares in Fondul Proprietatea (“the Fund”). Read the issue prospectus before investing in this Fund. Existing and potential investors should refer solely to the Fund's official prospectus and latest amendments and reports (available in Romanian/English at www.fondulproprietatea.ro) which contains greater detail on the potential risks involved in such an investment, and should consult a professional advisor before deciding to invest. Past performance is not an indicator nor a guarantee of future performance. This presentation is made solely to the intended recipient and should not be distributed to, or acted upon by, any other person. The Fund is not a recognized collective investment scheme for the purposes of the UK Financial Services and Markets Act 2000. Accordingly, the promotion of the Fund and distribution of this presentation in the UK is restricted by law and all or most of the protections provided by the UK regulatory system will not apply to an investment in the Fund. In particular, compensation will not be available under the UK Financial Services Compensation Scheme.  The distribution of this presentation in certain jurisdictions may be restricted by law and persons who come into possession of it are required to inform themselves about and to observe such restrictions and limitations. The shares issued by the Fund have not been and will not be registered under the US Securities Act of 1933, as amended or with any securities authority of any state or territory within the jurisdiction of the United States of America. The shares may not be offered, sold or delivered in the United States of America or to American citizens or nationals. The information contained in this presentation is as of its date, unless otherwise indicated, and is not a complete analysis of every material fact regarding the market, and any industry sector, security, or portfolio. Statements of fact cited by the manager have been obtained from sources considered reliable but no representation is made as to the completeness or accuracy. Because market and economic conditions are subject to rapid change, opinions provided are valid only as of the date of the materials. References to particular securities are only for the limited purpose of illustrating general market or economic conditions, and are not recommendations to buy or sell a security or an indication of the author’s or any managed account’s holdings. The manager’s opinions are intended solely to provide insight into how the manager analyses securities and are not a recommendation or individual investment advice for any particular security, strategy or investment product. The price of shares and income from them can go down as well as up and you may lose some or all of your capital invested. Past performance is not necessarily a reliable indicator of future results. Currency fluctuations will affect the value of foreign investments. References to indices are made for comparative purposes only and are provided to represent the investment environment existing during the time periods shown. An index is unmanaged and one cannot invest directly in an index. The performance of the index does not include the deduction of expenses and does not represent the performance of any Franklin Templeton fund. All investments are subject to certain risks. Generally, investments offering the potential for higher returns are accompanied by a higher degree of risk. Stocks and other equities representing an ownership interest in a corporation have historically outperformed other asset classes over the long term but tend to fluctuate more dramatically over the shorter term. Small or relatively new companies can be particularly sensitive to changing economic conditions due to factors such as relatively small revenues, limited product lines, and small market share. Smaller company stocks have historically exhibited greater price volatility than larger company stocks, particularly over the short term. The significant growth potential offered by Emerging Markets remains accompanied by heightened risks when compared to developed markets, including risks related to market and currency volatility, adverse social and political developments, and the relatively small size and lesser liquidity of these markets. 

Fondul Proprietatea Portfolio

  • We continue to actively manage Fondul Proprietatea’s portfolio holdings to further improve the operational and financial performance of the companies. Although we have seen significant progress overall, we still believe there is a lot of value potential. Corporate governance remains a key focus for us and there are still several State-Owned Companies that should appoint independent board members and professional managers. At the same time, our objective to increase the listed part of the portfolio to 100% remains unchanged. Therefore, we are collaborating with the Government to expand the list of companies to be listed to include Hidrolectrica, Bucharest Airport, Constanta Port, and Salrom. One thing is certain: there is still a lot to be done, both in respect of improving management and achieving necessary corporate actions to create value for Fondul Proprietatea’s shareholders.

Dividends and Distributions