Rompetrol Rafinare S.A. - fingroup.ro General Presentation... · Rompetrol Rafinare (“RRC”) 9...

Rompetrol Rafinare S.A.Corporate Presentation

May 2005

Group Overview

History

Structure

Corporate Governance

Rompetrol Rafinare (“RRC”)

Shareholders

Technical

Operational

RRC’s Subsidiaries

Petrochemicals

Wholesale and retail

RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 2 -

Group Overview

History

Organizational Structure


Rompetrol Rafinare

Technical

Operational

Rompetrol Rafinare Subsidiaries

Petrochemicals

Wholesale and Retail

Rompetrol Rafinare

Strategy

Stock Performance

Financials 2004 vs. 2003

Financials Q1 2005 vs. Q1 2004

Hybrid Instrument

Table of Contents

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 3 -

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

2000 - Private equity investment by US-managed Romania & Moldova Direct Fund L.P.

2000 - 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.

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

1974 - Established as the international operator of the Romanian oil industry

1993 - Privatized through a Management and Employee Buy Out (“MEBO”), turnover subsequently reduced to below $6 million by 1998

1998 - Control purchased by Dinu Patriciu and a group of local investors

Significant Corporate Events

Corporate Structure

The Rompetrol Group N.V.(The Netherlands)

100%

97.28%

RompetrolS.A.

(Romania)

60%

Rompetrol Well Services

SA(Romania)

Palplast S.A.(Romania)

90 %

Rompetrol Rafinare S.A.

(Romania)

70,4%

Geopetsa(Ecuador)

60%

RompetrolUpstream

International Ltd.(Bahamas)

Rompetrol Logistics SA(Romania)

61.81%

Ecomaster SA

(Romania)

99.52%

Rominserv SA

(Romania)

99.95%

RompetrolDownstream SA

(Romania)

Astra Investitii Imobiliare SA

(Romania)

83.91%

Rom Oil SA(Romania)

CET MidiaSA

(Romania)

43.43%

Global Security Sistem

SA(Romania)

51%

RompetrolMoldova S.A.

(Moldova)

85 %

Rompetrol Petrochemicals

SRL (Romania)

96%

Rominservices Therm SA(Romania)

59%

9,14%

RompetrolBulgaria JSC

(Bulgaria)

72,22%

Rompetrol Industrial Parks SA(Romania)

23% 23%

23%

Romcalor Oil Services SA(Romania)

60%

100%

Eurojet Romania

SA(Romania)

99.4%

100 %

Rompetrol Quality

Control SRL(Romania)

99%99,99%23%

RompetrolFinancial Group

SRL(Romania)

82,36%

27,78%

P&G Consulting(Overseas) Ltd.

(Cyprus)

50 %

15,86%

Vector EnergyS.A.

(Switzerland)

95 %

RP AlbaniaDownstream

Sh.A(Albania)

RP AlbaniaWholesale

Sh.A(Albania)

51,74%60%

2,61%

0,1%

Dinu Patriciu

Phil Stephenson

80% Rompetrol Holding S.A.(Switzerland)

20%

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 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

Rompetrol Rafinare - Petromidia

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 7 -

Shareholders

Name No. No. of shares (*) %

The Rompetrol Group N.V. and Affiliates

5 16,765,605,321 79.46%

Legal Entities 281 2,468,378,470 11.70%

Individuals 33,000 1,865,292,211 8.84%

Total 33,286 21,099,276,002 100.0%

As of April 19, 2005

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 8 -

AROMATICEXTRACTION

430 000

BTXSEPARATION

240 000

o-XYLENE &ETHYLBENZENESEPARATION

90 000

NAPHTHAHYDROTREATER

833 000

CRUDE UNIT

4 800 000

JET FUELHYDROTREATER

340 000

DIESELHYDROTREATER

720 000

FCC FEEDHYDROTREATER

1 200 000

m-XYLENEIZOMERIZATION

270 000

AMINE TREATERSAND CLAUS UNITS

32 000

LIGHT ENDSSEPARATION

200 000

FCC

1 100 000

MTBE35 000

TELADDITION

350 000

p-XYLENESEPARATION

310 000

UNLEADED GASOLINE

PROPYLENE

C4 CUT

LEADED GASOLINE

COKE

METHANE

OILFIELD CONDENSATE

CRUDETOLUENE

JET FUEL

ETHYLBENZENE

o-XYLENE

DIESEL

SULPHUR

PROPANE

n-BUTANE

RAFFINATE

LPG

FUEL OIL

BENZENE

p-XYLENE

HYDROGENNETWORK REFINERY FUEL GAS

PLATFORMER

500 000

DELAYEDCOKER

1 170 000

HYDROGENPLANTS

3x1700

All capacities are in mt/y

* All marked installations have been upgraded or otherwise modernized following investments

Refinery Layout Refinery layout

Refinery Technical Layout

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 9 -

Licensors

Petromidia is the most sophisticated of all Romanian refineries

Was designed and built between 1975-1977 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

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

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- 10 -

Logistical Infrastructure

The refinery general logistical framework includes:

• Pipelines

• Maritime berths for loading – unloading

• Railway loading-unloading facilities

• Automotive loading-unloading facilities

The pipeline system

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.

13

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 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

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

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- 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. 3.76 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

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 13 -

Production figures

thousands tones 2004 2003 %

Feedstock processed 3,301 3,045 2.56

Gasoline produced 919 988 -7.0

Diesel & Petrolsproduced

1,172 1.161 0.9

• High prices of crude and domestic market margins evolutions caused refinery optimization to occur at lower Urals crude throughputs.

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

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Hybrid Instrument

- 14 -

Trading Environment

thousands tones 2004 2003 %

Export 991 1,105 -10.3

Sales gasoline,diesel, jet

2,050 2,105 -2.6

Export (%) 48% 52%

Domestic market 1,059 1,000 5.9

Domestic market (%) 52% 48%

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

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- 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)

Wholesale and Retail

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

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- 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 AgipRomania

• 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)

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 18 -

Wholesale Map

BucharestCraiova

Simleul Silvaniei

Zarnesti

Arad

Vatra Dornei

Constanta

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 19 -

Retail

Today:

Strategy:

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

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

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 20 -

Retail Network

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 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 50-50 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”

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 22 -

RRC - Stock Performance

2004 May June July August September October November December2005 February March April May Jun

5000

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15000

20000

x100000

5000

10000

15000

20000

x100000

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500

550

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650

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1300

1350RRC

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 23 -

IAS Financials ’04 vs ’03Income Statement

USD Million – Standalone - Audited 2004 2003 %

Gross Revenues 1,445 1,138 27

Sales Taxes (399) (317) 26

Net Revenues 1,046 821 27

Gross Margin 90 32 183

Selling, General and Admin (49) (56) -13

EBIT 41 (24) N/A

Exceptional Item - 415 N/A

EBITDA 86 16 437

Finance, net (30) (103) N/A

Net profit / (loss) 11 288 N/A

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 24 -

Consolidated vs. Standalone 2004Income Statement

USD Million Consolidated Standalone Diff.

Gross Revenues 1,534 1,445 +89

Sales Taxes (399) (399) -

Net Revenues 1,135 1,046 +89

Gross Margin 133 90 +43

Selling, General and Admin

(94) (49) (45)

EBIT 39 41 (2)

Income tax (2) 0 (2)

Net profit / (loss) 6 11 (5)

EBITDA 98 86 12

Finance, net (31) (30) (1)

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 25 -

Key Figures 2004

2004 2003 Diff.

Throughput (million mt) 3.3 3.04 +2.5%

Average Brent – Ural differential (USD/bbl)

3.76 1.79 +110%

RRC Refining Margin (USD/bbl) 7.56 4.66 +63%

Benchmark Refining Margin (Ural Cracking)

5.71 3.67 +56%

Net cash refining margin/bbl (USD/bbl )

3.48 0.72 +384%

Consolidated EBITDA (million USD)

98 22 346%

Average yearly liter per retail station (million liter/year)

2.8 2.3 +22%

Petrochemicals sold (k mt) 105 78 +35%

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 26 -

IAS Financials Q1’05 vs. Q1’04Income Statement

USD Million – Standalone Q1’ 05 Q1’ 04 %

Gross Revenues 448 292 +53%

Sales Taxes (101) (73) +38%

Net Revenues 347 219 +58%

Gross Margin 49 13 +277%


(11) (10) +10%

EBIT 38 3 +1,167%

Forex 11 - N/A

EBITDA 47 14 +236%

Finance, net (8) (6) +33%

Net profit / (loss) 41 (3) N/A

Group Overview

History

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Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 27 -

Consolidated vs. Standalone Q1’ 05Income Statement

USD Million Consolidated Standalone Diff.

Gross Revenues 469 448 +21

Sales Taxes (99) (101) +2

Net Revenues 370 347 23

Gross Margin 63 49 +14


(23) (11) (12)

EBIT 40 38 2

Forex 10 11 +1

EBITDA 52 47 +5

Finance, net (9) (8) (1)

Net profit / (loss) 41 41 -

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 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

Group Overview

History

Structure



Shareholders

Technical

Operational


Petrochemicals


RRC

Strategy

Capital Structure

Financials

Hybrid Instrument

- 29 -

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

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 4.4562832601 shares of RRC multiplied with splitting ratio 214.22

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 non-voting representative to the Board of Directors

Rompetrol Rafinare S.A. - fingroup.ro General Presentation... · Rompetrol Rafinare (“RRC”) 9...

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