Rompetrol Rafinare S.A. Corporate Presentation. May 2005

Transcription

1 Rompetrol Rafinare S.A. Corporate Presentation May 2005

2 Table of Contents Organizational Structure Rompetrol Rafinare Rompetrol Rafinare Subsidiaries Wholesale and Retail Rompetrol Rafinare Stock Performance 2004 vs Q vs. Q

3 Significant Corporate Events Established as the international operator of the Romanian oil industry Privatized through a Management and Employee Buy Out ( MEBO ), turnover subsequently reduced to below $6 million by Control purchased by Dinu Patriciu and a group of local investors 1999 Holding company established as The Rompetrol Group (TRG) in the Netherlands 1999 The first major acquisition; the Vega refinery located in Ploiesti, is bought and doubles its revenues in the first nine months after the take-over Private equity investment by US-managed Romania & Moldova Direct Fund L.P Rompetrol takes over Petros at that time Romania s principal oilfield operator. The company has since been renamed Rompetrol Well Services 2001 The Group s largest acquisition, Petromidia S.A. (later renamed Rompetrol Rafinare), Romania s largest and most sophisticated oil refinery. Strategy Capital Structure Financials Hybrid Instrument 2001 Rompetrol creates Rominserv, Romania s first Engineering Procurement Construction & Maintenance (EPCM) company focusing on the oil industry 2002 OMV of Austria buys 25.1% of TRG NV, RMDF exits. OMV Chairman Dr. Wolfgang Ruttenstorfer joins TRG Board 2002 Rompetrol opens subsidiaries in neighboring Republic of Moldova (Rompetrol Moldova) and Bulgaria (Rompetrol Bulgaria) 2003 Rompetrol Rafinare reaches an agreement with the Ministry of Public Finance to restructure a historical tax liability 2004 Rompetrol Rafinare (April) is listed on the Bucharest Stock Exchange & becomes 20% of Index (November) 2004 In June both Standard & Poor s and Fitch rated The Rompetrol Group with B- Outlook Stable 2005 OMV completes Petrom acquisition and exits from TRG -3-

4 Corporate Structure Dinu Patriciu Phil Stephenson 80% Rompetrol Holding S.A. (Switzerland) 20% 100% The Rompetrol Group N.V. (The Netherlands) 82,36% 72,22% 85 % 90 % 60% 60% 51,74% 70,4% 60% 100 % 50 % Rompetrol S.A. Rompetrol Financial Group SRL Rompetrol Bulgaria JSC (Bulgaria) Rompetrol Moldova S.A. (Moldova) RP Albania Downstream Sh.A (Albania) RP Albania Wholesale Sh.A (Albania) Rompetrol Rafinare S.A. Rompetrol Well Services SA Geopetsa (Ecuador) Rompetrol Upstream International Ltd. (Bahamas) P&G Consulting (Overseas) Ltd. (Cyprus) 27,78% 15,86% 0,1% 95 % 99.95% Rominserv SA 99.52% Ecomaster SA 9,14% 2,61% Vector Energy S.A. (Switzerland) 23% 61.81% 100% 99,99% 96% 99% 59% 23% 23% Rominservices Therm SA Rompetrol Industrial Parks SA 23% Rompetrol Logistics SA 99.4% Rompetrol Petrochemicals SRL 51% Rompetrol Downstream SA Rom Oil SA Rompetrol Quality Control SRL 97.28% Palplast S.A. Eurojet Romania SA Global Security Sistem SA 83.91% 43.43% 60% Astra Investitii Imobiliare SA CET Midia SA Romcalor Oil Services SA

5 Corporate Governance & Controls The Board of Directors of TRG N.V. (the parent company) approves all major transactions and operations such as business acquisitions/disposals, fundamental business policy strategy, capital expenditure above certain limits, credit facilities above certain limits, long-term agreements above certain limits All the Group companies have established (by the Board of Directors) certain authority limits for the general managers acquisitions (divided in oil related/investments/other acquisitions) Annual audited IAS financials (consolidated and for each major subsidiary) by Deloitte & Touche (Netherlands and Romania/Bulgaria for subsidiaries); annual Management letter as well Group legal department advice on each major contract/operation is required All the Group companies credit facilities are negotiated by the Group Treasury IT (based on Oracle Platform implemented for all operating subsidiaries) has been a major factor in improving control functions by enabling management to access real time data, both operating and financial -5-

6 Rompetrol Rafinare - Petromidia

7 Shareholders Name No. No. of shares (*) % The Rompetrol Group N.V. and Affiliates 5 16,765,605, % Legal Entities 281 2,468,378, % Individuals 33,000 1,865,292, % Total 33,286 21,099,276, % As of April 19,

8 Refinery Refinery Technical Layout Layout Refinery layout History Structure METHANE HYDROGEN PLANTS 3x1700 NAPHTHA HYDROTREATER PLATFORMER AMINE TREATERS AND CLAUS UNITS PROPANE n-butane OILFIELD CONDENSATE HYDROGEN NETWORK JET FUEL HYDROTREATER AROMATIC EXTRACTION REFINERY FUEL GAS LIGHT ENDS SEPARATION RAFFINATE DIESEL HYDROTREATER BTX SEPARATION JET FUEL TOLUENE BENZENE Wholesale and retail Strategy CRUDE Capital Structure Financials Hybrid Instrument CRUDE UNIT FCC FEED HYDROTREATER DELAYED COKER o-xylene & ETHYLBENZENE SEPARATION p-xylene SEPARATION FCC MTBE PROPYLENE UNLEADED GASOLINE ETHYLBENZENE o-xylene SULPHUR C4 CUT LPG p-xylene All capacities are in mt/y m-xylene IZOMERIZATION TEL ADDITION FUEL OIL LEADED GASOLINE DIESEL COKE * All marked installations have been upgraded or otherwise modernized following investments -8-

9 Licensors Petromidia is the most sophisticated of all Romanian refineries Was designed and built between using Romanian and foreign technology: - UOP - Mitsui - Snam Progetti - Heat Research Was modernized in the early 1990s and can process a wide variety of crude oils, with different sulfur content and API It is the only Romanian refinery producing Jet A-1 fuel and plans to become the prime supplier of jet fuel for aviation companies operating in Romania and the Republic of Moldova -9-

10 Logistical Infrastructure The refinery general logistical framework includes: The pipeline system Pipelines Maritime berths for loading unloading Railway loading-unloading facilities Automotive loadingunloading facilities The oil pipeline connecting Oil Terminal Constanta used for crude oil imports The gasoline pipeline connecting the refinery to Oil Terminal Constanta, used for gasoline exports The diesel pipeline connecting the refinery to Oil Terminal Constanta, used for diesel exports

11 Competitive Advantages Has the highest (81%) white products yield in the region Strategic location near the Constanta Oil Terminal, on the Black Sea coast Direct access to the Danube-Black Sea Channel, the Midia port, and Constanta port (one of largest harbors on the Black Sea) Close vicinity to crude oil pipelines Its own railway yard Facilities allowing crude oil reception and shipment of liquid products by railway tankers -11-

12 Consideration on Crude supply Petromidia refinery benefit from processing only Ural crude (strategic decision taken in 2001) improved in 2004 as a result of increased differential between Brent and Ural Average differential in 2004 was approx USD/bbl while the average on the last 5 years was less than 2 USD/bbl The trend is expected to continue in the next years -12-

13 Production figures thousands tones % Feedstock processed 3,301 3, Gasoline produced Diesel & Petrols produced 1, High prices of crude and domestic market margins evolutions caused refinery optimization to occur at lower Urals crude throughputs. -13-

14 Trading Environment thousands tones % Sales gasoline,diesel, jet 2,050 2, Export 991 1, Export (%) 48% 52% Domestic market 1,059 1, Domestic market (%) 52% 48% -14-

15 Petrochemicals Rompetrol Petrochemicals has a standard output: - 200,000 mt/year of ethylene (currently in conservation) - 80,000 mt/year of polypropylene (operating at capacity) In 2004 products produced or purchased from third parties and sold under the Rompetrol Petrochemicals brand (special grades of polypropylene, HDPE, LDPE, PET). The offer covers the domestic and the regional markets (Black Sea, Mediterranean Sea, Central & Eastern European) -15-

16 Wholesale and Retail

17 Wholesale Capacity of over 62,000 m3 of storage in all 6 modern depots in Romania owned by Rom Oil Major clients include own network, MOL Romania, and Agip Romania Other clients include transportation, agricultural and small retail companies Logistics is assured by a modern fleet of trucks for oil products transportation, four locomotives for unloading of railway tankers All depots have facilities for loading and unloading products (for both railway and road vehicles) -17-

18 Wholesale Map History Structure Corporate Governance Vatra Dornei Simleul Silvaniei Technical Arad Petrochemicals Zarnesti Wholesale and retail Strategy Capital Structure Financials Craiova Bucharest Constanta Hybrid Instrument -18-

19 Retail Today: 86 filling stations owned and 7 under construction by Rompetrol Downstream 152 filling stations operated through allied clients distribution contracts Currently second largest downstream company in Romania (by volumes) behind Petrom Romania s first gas station network to sell only Euro standard fuels Strategy: Rompetrol network to be fully extended in Romania by 2006 to 200 owned filling stations Planning regional expansion to Moldova, Bulgaria, Serbia and Turkey Continue with the allied client distribution program and acquire sole suppliership position with other Romanian retailers Bring all Rompetrol stations to European standards -19-

20 Retail Network -20-

21 Rompetrol Rafinare Strategy Rompetrol Rafinare strives to become, through organic growth and sensible low-cost acquisitions that integrate with its existing operations, the leading low-cost provider of petroleum products in the Balkans The strategy will be executed by: Refining: Increasing the quantitative and qualitative performance of the Petromidia platform while upgrading to continue to meet EU quality standards Downstream: Maintaining an approximate balance between internal and external markets, while establishing direct selling operations in regional countries and building the retail brand in Romania Petrochemicals: Restarting of the Ethylene Plant and the related Polyethylene plants and becoming a middle size player in the Balkans Services: Using services companies synergistically with the group (Rominserv), with third parties (Rompetrol Logistics) or divesting them as non-core -21-

22 - Stock Performance Capital Structure Financials Hybrid Instrument Volume (8,791,500) x May June July August September October November December 2005 February March April May Jun x

23 IAS Financials 04 vs 03 Income Statement USD Million Standalone - Audited % Gross Revenues 1,445 1, Sales Taxes (399) (317) 26 Net Revenues 1, Gross Margin Selling, General and Admin (49) (56) -13 EBIT 41 (24) N/A EBITDA Finance, net (30) (103) N/A Exceptional Item N/A Net profit / (loss) N/A -23-

24 Consolidated vs. Standalone 2004 Income Statement USD Million Consolidated Standalone Diff. Gross Revenues 1,534 1, Sales Taxes (399) (399) - Net Revenues 1,135 1, Gross Margin Selling, General and (94) (49) (45) Admin EBIT (2) EBITDA Finance, net (31) (30) (1) Income tax (2) 0 (2) Net profit / (loss) 6 11 (5) -24-

25 Key Figures Diff. Throughput (million mt) % Average Brent Ural % differential (USD/bbl) Refining Margin (USD/bbl) % Benchmark Refining Margin % (Ural Cracking) Net cash refining margin/bbl % (USD/bbl ) Consolidated EBITDA (million % USD) Average yearly liter per retail % station (million liter/year) Petrochemicals sold (k mt) % -25-

26 IAS Financials Q1 05 vs. Q1 04 Income Statement USD Million Standalone Q1 05 Q1 04 % Gross Revenues % Sales Taxes (101) (73) +38% Net Revenues % Gross Margin % Selling, General and (11) (10) +10% Admin EBIT ,167% EBITDA % Finance, net (8) (6) +33% Forex 11 - N/A Net profit / (loss) 41 (3) N/A -26-

27 Consolidated vs. Standalone Q1 05 Income Statement USD Million Consolidated Standalone Diff. Gross Revenues Sales Taxes (99) (101) +2 Net Revenues Gross Margin Selling, General (23) (11) (12) and Admin EBIT EBITDA Finance, net (9) (8) (1) Forex Net profit / (loss)

28 Hybrid Instrument Background Following Petromidia s privatization, numerous negotiations were held with government bodies to settle the historical tax liabilities. Those included the undisclosed amount of $52mm that was not mentioned during the privatization process. Highly onerous penalty rates for late payment to state budget that run as high as 0.5% per day increased the amount of historical tax liabilities from $182mm as of 26 January 2001 to $661mm ( 571mm) as of 30 September 2003 On 24 October 2003, the Romanian government approved the restructuring of Rompetrol Rafinare s historical tax liabilities as per attached term sheet. In reaching this decision the Government took into consideration Company s track record in meeting its current tax obligations, Investment program, and Observance of workforce contracts As part of the restructuring of the historical tax liabilities, Rompetrol Rafinare issued a hybrid financial instrument with a nominal value of 571mm. The instrument was fully subscribed by the Ministry of Finance and paid by canceling the historical tax liabilities -28-

29 Hybrid Instrument Term Sheet Issuer: Rompetrol Rafinare S.A. Issuance date: September 30, 2003 Amount: ROL 21,776,998,718,567 (equivalent of 571mm denominated in 22,645,452 bonds of 25 each Tenor: 7 years Interest: 12 month EURIBOR + 1.5% (+2.0% if net profit margin is greater than 10%) Prepayment: Allowed anytime at issuer option with no restrictions Conversion: At maturity each bond will mandatorily convert into shares of multiplied with splitting ratio Other: Until conversion, the bondholders are not entitled to any shareholder rights If the State continues to hold the bond it has the right to appoint a nonvoting representative to the Board of Directors Analysis of the hybrid instrument s cash flows allows its value to be split in Debt component (annual interest payments due under the agreement), and Equity component of future shares in Rompetrol Rafinare SA Based on estimated market levels for Rompetrol Rafinares s debt and equity the fair market value of those components is: $128mm for debt, and $176mm for equity As the difference between the market and nominal value of the instrument is more than 10%, the $416mm is considered as extinguishment of debt and was charged to the 2003 income statement -29-