Gala BURSA 2018

A decision of the ASF confirms the paring down of the stake of BCR-Erste in SIF Oltenia

GABRIELA MĂRĂCINEANU (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section /

A decision of the ASF confirms the paring down of the stake of BCR-Erste in SIF Oltenia

The ING funds and the SIF Banat Crişana group - two concertations, prior to the General Shareholder Meeting of Monday 

The group of shareholders rallied around BCR-Erste, which last year held 8.78% of the equity of SIF5 Oltenia, has pared down its stake in the company, down to the legally allowed limit of 5%, according to a decision of the Financial Oversight Authority (ASF).

Rumors circulated in the market that the Business Capital for Romania Opportunity fund, controlled by Erste and businessman Florin Pogonaru, had made its exit, following the disagreements between Pogonaru and the president of SIF5, Tudor Ciurezu.

The Authority has noticed the fact that the holdings of Business Capital for Romania Opportunity, Romanian Equity Partners Cooperatief, Banca Comercială Română, Erste Group Bank, Fond de pensii administrat privat BCR / BCR Pensii, FDI Erste Balanced Ron (formerly FDI BCR Dinamic), FDI Erste Equity România (formerly BCR Expert), managed by SAI Erste Asset Management and Optional Pensions Fund BCR Plus have reduced their combined holdings to less than 5% of SIF5, prior to the General Shareholder Meeting scheduled to take place on July 28th/29th 2014, which will decide on the allocation of last year's profit.

In April 2013, the Romanian National Securities Commission decided that the group of shareholders rallied around BCR were acting in concert, as they held 8.78% of SIF Oltenia.

The shareholders in question subsequently sued the ASF and they earned a ruling from the Court of Appeal which suspended the concerted action decision of the Authority, meaning that in the General Shareholder Meeting of April 2014, the ASF has decided not to reissue the concerted action decision, using the court ruling as a justification.

At the time, lawyer Gheorghe Piperea commented that the ASF should have issued a new concerted action decision, which could be contested, because the suspension ruling rendered by the court was only applicable to last year's decisions made by the ASF.

"The suspension was temporary and couldn't take effect forever", according to Mr. Piperea.

Other voices claimed that the ASF has broken its own regulations by not issuing a concerted action decision again against the BCR group, because unlike in April last year, in December, the Authority rendered a decision which stated that the investment funds and the SIFs were considered to be acting in concert with their managers.

It would seem that now, the Authority has revisited the decision on the concerted action of the BCR group, even though it could have taken into account the same suspension made by the court, especially since the decrease of the stake of the group has rid the ASF of the responsibility of suspending the voting rights that exceeded the legal limit.

Free from the "BCR" issue, the ASF decided that the funds of ING were acting in concert at SIF Oltenia (SIF5), as did the group around SIF Banat Crişana, both exceeding the legal threshold of 5%.

The ASF states that the group comprising "Fondul de Pensii Administrat Privat ING", "Fondul de Pensii Facultative ING Optim", "Fondul de Pensii Facultative ING Activ" and "ING International Romanian Equity" together hold 6.0733% of the share capital of SIF5.

The Authority forced the Board of Directors of SIF5 to take the necessary measures in the General Shareholder Meeting of July 28th, to prevent the funds from using the votes pertaining to the shares they own that exceed the legal limit.

The ASF has also informed the Board of Directors of SIF Oltenia that the group consisting of SIF1 Banat Crişana, SIF4 Muntenia, which is managed by SAI Muntenia (in which SIF1 holds 99.96%), Dragoş Bîlteanu, Ion Stancu (member of the board of SIF1), Najib El Lakis and "Biofarm" (of which SIF1 and SIF4 own approximately 54.28%), presumed to be acting in concert, are not allowed to exercise their voting rights exceeding the legal limit of 5%. The group currently holds 5.706725% of SIF Oltenia.

In the General Shareholder Meeting held in April, the funds of ING, together with businessman Gheorghe Iaciu, have asked for a dividend 93.7% out of the profit that SIF5 made at the end of last year (130 million lei), the equivalent of 121.8 million de lei or 0.21 lei/share.

The dividend proposed by the funds was far more generous than the one proposed by the Board of Directors of SIF5 (0.16 lei/share). In the previous general shareholder meeting, none of the proposals managed to meet the required quorum of 50% of the present shareholders. The two dividend proposals caused the shareholders to split into two factions, but none of them had the strength to impose its point of view.

For the General Shareholder Meeting of July 28th, the Board of Directors stood by its proposal to pay 71.4% of the profit in the form of dividends, but it also came up with a second proposal: keeping the whole profit of 130 million lei within the company.

As this year's General Shareholder Meeting draws closer, trades with SIF5 stock picked up, with several major "deal" trades taking place.

On July 21st, a "deal" with 0.7% of the company was made, for an amount of 7.38 million lei (1,64 million de euro). Other deals occurred on July 14th, when 0.94% of the company was sold for 10.725 million lei (2.42 million Euros), as well as on July 3rd, when 2.37% of SIF5 was traded for 26.8 million lei (6 million euro).

The Agenda of the General Shareholder Meeting of SIF Oltenia also features the election of three of the members of the Board of Directors, on the seats that remained vacant at the end of March after the resignations of Petre Ghibu, Daniela Toader and Ana-Barbara Bobircă, who were backed in the elections of 2013 by businessman Florin Pogonaru.

The disagreements between Florin Pogonaru and Tudor Ciurezu started over the 6% stake in BCR owned by SIF5 Oltenia.

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