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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
Corporate Governance
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 8 -
AROMATICEXTRACTION
430 000
BTXSEPARATION
240 000
o-XYLENE ÐYLBENZENESEPARATION
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 18 -
Wholesale Map
BucharestCraiova
Simleul Silvaniei
Zarnesti
Arad
Vatra Dornei
Constanta
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
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
RRC
Strategy
Capital Structure
Financials
Hybrid Instrument
- 20 -
Retail Network
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
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Volume (8,791,500)
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550
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1350RRC
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
- 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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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%
Selling, General and Admin
(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
Structure
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Selling, General and Admin
(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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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
Corporate Governance
Rompetrol Rafinare (“RRC”)
Shareholders
Technical
Operational
RRC’s Subsidiaries
Petrochemicals
Wholesale and retail
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