AS SHAREHOLDER,
BURSA 19.03.2018

Adina Ardeleanu (Translated by Cosmin Ghidovean)
 
mărește imaginea
     * The president of the Association of Brokers has taken the matter to the County Court of Cluj, to address the capital reduction of 2014 and the subsequent decisions of the company
     * Liviu Stoleru, CEO of Cemacon, told us on Thursday, that "no notification has been received from the company concerning such a topic"
     * The case was recorded on Friday, with the County Court of Cluj
     * BCR sold to BOF for 2 Euros the non-performing loans of 16.5 million Euros of "Cemacon" and "Ambient"
       *  UPDATE 15.45 "Cemacon" confirms the lawsuit brought by Dan Paul
     "Cemacon" today sent the Bucharest Stock Exchange, a report whereby it confirms the existence of the lawsuit brought by Dan Paul, the president of the Association of Brokers. However, the officials of the company wrote that they have no details about the case.
     The report states: "On March 19th, 2018, due to checking the courts web portal, Cemacon SA has acknowledged the existence of case no. 257/1285/2018, filed with the Cluj Specialized County Court, Friday, March 16th, 2018.
     The company wants to clarify that it has no further information about the case and its object because by March 19th, 2018 it has not received a subpoena or a communication of the request for a lawsuit, and on the date it holds more information concerning this case, it will inform investors and the institutions of the capital market".
     --------
     Dan Paul, the president of the Association of Brokers, has sued "Cemacon" (CEON), acting as shareholder, seeking the annulment of the shareholders' decision of March 24th, 2014, concerning the reduction of the share capital and of the subsequent acts, according to a notification seen by "BURSA".
     The decision to reduce the share capital of Cemacon from 26,287,248.6 lei to 525,796 lei was part of the process to restructure the company, following which the Business Capital For Romania Opportunity Fund Cooperatief U.A. (BOF) fund, owned by Erste Bank (83.33%) and Florin Pogonaru, became a shareholder of Cemacon, with 33%, after acquiring some loans which the company had taken out from BCR.
     Now, Dan Paul alleges that the decision of the General Shareholder Meeting of March 2014 was made through the flagrant violation of the imperative dispositions of the Law of Companies no. 31/1990 and essentially places in doubt the entire restructuring of Cemacon.
     Liviu Stoleru, the CEO of Cemacon, told us the following, Thursday, concerning the issue: "The information you have (ed. note: concerning the existence of a lawsuit to achieve the annulment of the share capital reduction) is completely erroneous.
     After checking the portal of the County Court, I can confirm that there is no case with the County Court of Cluj with such a topic concerning Cemacon and the company has received no notification on such a topic".
     On Friday, the County Court of Cluj has seen the case no. 257/1285/2018 concerning the action in annulment of the decision of AGA Cemacon, initiated by the president of the Association of Brokers.
     Dan Paul argues, in court, that there was no convening notice and no decision of the General Shareholder Meeting, prior to the reduction of the share capital of Cemacon, concerning the dissolution of the company, as stipulated in Article 153^4 of the Law of Companies 31/1990.
     This article stipulates: "If the Board of Directors, namely the directorate, finds that following some losses, established through the annual financial statements approved according to the law, the net assets of the company, calculated as the difference between the total assets and their total debts, have diminished to less than half of the subscribed share capital, it will immediately summon the extraordinary general shareholder meeting to decide if the company needs to be dissolved".
     Dan Paul says that the financial statements of Cemacon showed no proof that the condition of art. 153^24 concerning the reduction of the net asset below half of the subscribed share capital had been met: "Based on the financial statements and the reports available on the Cemacon website, on December 31st, 2013, the difference between the total assets and the current debts amounted to 41,194,720 lei, and in the report in the first quarter of 2014 the net assets amounted to 7,740,049 lei; the subscribed share capital was 33,424,855 lei (in the annual management report of 2013 and in the report for the first quarter of 2014), even though in the summary of the report for 2013 (of March 13, 2014) it is clearly stipulated that the value of the subscribed and paid-in share capital amounted to 26,287,248.6 lei. It is obvious that there is a discrepancy between the values of the share capital from various reports (even in the same report there are two distinct values of the share capital that are mentioned), meaning that no evidence has been produced that the NAV fell to less than half of the share capital, a condition required by article 153^24. Out of these reports, it could follow that the value of the net asset has not fallen below half of the subscribed share capital (given that there are no official documents according to which, as stipulated in the General Shareholder Meeting which reduced the share capital of Cemacon, the NAV amounts to 10,211,583 lei, and the share capital to 26,287,248.6 lei)".
     He also added that the legislative article concerns annual financial statements adopted according to the law, meaning adopted in the General Shareholder Meeting, and at Cemacon, there were no financial statements approved by the General Shareholder Meeting for the year 2013, at the time of the decision to reduce the share capital.
     The shareholder also specifies, the decision of the General Shareholder Meeting to approve the reduction of the share capital does not stipulate the incorporation of the reserve premiums, prior to reducing the share capital, even though from the financial statements of 2013 (which weren't adopted) it follows that Cemacon had reserves of 26,477,035 lei, and they should have been used, according to the law.
     Article 153^24 paragraph 4 of the Law 31 stipulates: "If the General Shareholder Meeting doesn't decide the dissolution of the company, then the company is required, by the latest at the closing of the fiscal year that follows the one when the losses were reported, and subject to the provisions of art. 10, to go through with the reduction of the share capital by an amount at least equal to the losses that could not be covered using reserves, unless during this period the net assets of the company hasn't been rebuilt to an amount at least equal to half of the share capital".
     Dan Paul invokes, in the request sent to the County Court of Cluj, similar cases in which the courts have annulled General Shareholder Meeting decisions, amid the failure to comply with the same provisions that he invokes at "Cemacon".
     Recently, Dan Paul brought up the case of the restructuring of listed company Cemacon (CEON), as part of the BURSA "Insolvency Code" conference, wondering whether the share capital reduction conducted by the company, approved in 2014, which therefore allowed the company to avoid insolvency, was legal.
     He has reminded that Cemacon had accrued loans of 26 million Euros, and he deemed them disproportionately large compared to the capacity of the brick factory, which the company restructured, by having the BOF fund, controlled by creditor bank BCR, become a shareholder.
     In November 2013, "Cemacon", its majority shareholders and the Romanian Central Bank signed a principle agreement concerning the restructuring of the loan agreement of approximately 30 million Euros. At the end of 2013, the bank assigned 12 million Euros out of the company's loan to Business Capital For Romania Opportunity Fund Cooperatief U.A. (BOF), headquartered in Holland, a fund in which the bank had a stake of 83.33%, which was subsequently transferred to Erste Bank, while the difference was owned by businessman Florin Pogonaru.
     In July 2015, the Business Capital for Romania Opportunity Fund became a shareholder of brick maker "Cemacon", after converting its 12 million Euros receivable into shares.
     The non-performing loans of 16.5 million Euros of companies "Cemacon" and "Ambient" were assigned by BCR to BOF in exchange for 2 Euros.
     At the time, the transaction was one which led to intense discussion in the market, and some sources said that it even garnered attention from prosecutors. On that aspect, Liviu Stoleru told us, in June 2016: "We do not have such information. From our point of view, the transaction has been fully transparent, it was fair from every point of view. Anyone can look at anything".
     In September 2017, "BURSA" reported that those transactions were part of the problems identified by the ANAF, following the audit conducted by BCR, between May 3rd 2016 - June 9th, 2017, which resulted in an additional tax of over 100 million lei levied on the bank, according to market sources.
     It seems that the Tax Authority has appraised the transfers of non-performing loans differently than BCR, as well as the sale, in January 2014, of the block of shares held by BCR in Business Capital for Romania Opportunity Fund (BOF) to Erste Bank, for the amount of 15.5 million Euros, based on an evaluation report drawn up by KPMG. It is this particular case that the former finance minister Ionuț Mișa was talking about. At the time, BCR reported that the sale of the debt of Cemacon for one Euro resulted in the saving of the company from bankruptcy.
     Recently, Dedeman became a shareholder of "Cemacon" as well. Last week it reached a concerted holding (together with PIF Industrial, held by the owners of Dedeman, the Pavăl brothers), of 50.09% of the company, following a public mandatory takeover bid.
     In the offer, PIF Industrial bought a block of 5.6% of brick maker "Cemacon", at a price of 0.55 lei/share. PIF Industrial made the mandatory takeover bid at the same price that Dedeman bought 11.8% of "Cemacon" from Consultanța Andrei&Andrei SRL in December.
     Prior to the December transaction, Dedeman held 33% of Cemacon. 
 

 
Readers' comments    [ add a comment ] 
Trimite părerea ta.
Nume (maxim 50 caractere)
E-mail (optional)
Titlu (maxim 50 caractere)
Mesaj
 
REGULAMENTUL MESAJELOR
Acord
Prin trimiterea opiniei ne confirmați că ați citit regulamentul de mai sus și că vă asumați prevederile sale !
Aceeasi sectiune (English Section)
Calendarul BURSA 2018
Ediții precedente
Newsletter Facebook Twitter YouTube LinkedIn RSS
Jurnal Bursier
20.07.2018
BVB
     * Circa 64% din rulaj, dat de transferurile cu acțiunile Romgaz
     
     Toți indicii Bursei de Valori București (BVB) au înregistrat scăderi, în penultima ședință de tranzacționare a săptămânii,...  click să citești tot articolul
20.07.2018
BURSELE DIN LUME
     Bursele din Europa au scăzut ieri, din cauza evoluțiilor sectorului minier, afectat de declinul cotațiilor metalelor.
     Titlurile grupului minier global "Anglo American" Plc s-au depreciat...  click să citești tot articolul
19.07.2018
BVB
     Piața principală a Bursei de Valori București (BVB) a încheiat ședința de tranzacționare de la mijlocul săptămânii în teritoriul negativ, majoritatea cotațiilor terminând ziua în scădere, pe fondul...  click să citești tot articolul
19.07.2018
BURSELE DIN LUME
     Bursele din Europa au urmat un curs pozitiv, ieri, în baza rezultatelor financiare anunțate de companii.
     Titlurile producătorului suedez de echipamente de rețea "Ericsson" AB s-au...  click să citești tot articolul
18.07.2018
BET-FI, SINGURUL INDICE ÎN SCĂDERE
     Opt din cei nouă indici ai Bursei de Valori București (BVB) au cunoscut aprecieri moderate, în ședința de tranzacționare de ieri, pe fondul unui volum de numai 26,2 milioane de lei, sub valoarea...  click să citești tot articolul
18.07.2018
BURSELE DIN LUME
     Acțiunile tranzacționate la bursele din Europa au avut o evoluție mixtă ieri, investitorii fiind atenți la rezultatele anunțate de corporațiile listate.  click să citești tot articolul
Cotații Internaționale

Curs Valutar

Curs valabil din data de 20 iulie 2018
1 Dolar australian...
1 Leva bulgărească...
1 Dolar canadian....
1 Franc elvețian...
1 Coroană cehă...
1 Coroană daneză...
1 Liră egipteană...
1 Euro...
1 Liră sterlină...
100 Forinți maghiari...
100 Yeni japonezi...
1 Leu moldovenesc...
1 Coroană norvegiană...
1 Zlot polonez...
1 Rublă rusească...
1 Coroană suedeză...
1 Liră turcească...
1 Dolar S.U.A...
1 Rand sud-african...
1 Real brazilian...
1 Renminbi chinezesc...
1 Rupie indiană...
100 Woni sud-coreeni...
1 Peso mexican...
1 Dolar neo-zeelandez...
1 Dinar sărbesc...
1 Hryvna ucraineană...
1 Dirham emirate arabe...
1 Kuna croată...
1 Bahtul thailandez...
1 Gram aur...
1 DST...
AUD
BGN
CAD
CHF
CZK
DKK
EGP
EUR
GBP
HUF
JPY
MDL
NOK
PLN
RUB
SEK
TRY
USD
ZAR
BRL
CNY
INR
KRW
MXN
NZD
RSD
UAH
AED
HRK
THB
XAU
XDR
2.9463
2.3807
3.0169
4.0019
0.1800
0.6248
0.2232
4.6562
5.2019
1.4298
3.5534
0.2409
0.4865
1.0765
0.0630
0.4491
0.8319
3.9954
0.2967
1.0432
0.5894
0.0580
0.3522
0.2098
2.7025
0.0395
0.1511
1.0877
0.6297
0.1195
157.3290
5.5975
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
click aici pentru cursurile pieței valutare - istoric
English Section
13.07.2018
Russia World Cup
     The final tournament of the World Football Cup will end with a gala representation, the duel between Croatia and France. France, the with the most expensive players in the tournament, has met the expectations, Croatia is the biggest surprise the of the competition.  click here to read the entire article
09.07.2018
FOOTBALL AND MONEY
     Cristiano Ronaldo (33 years old) had several hits over the last few days, even though in the final tournament of the World Championship he failed to exceed expectations, as Portugal was eliminated in the round of eight.  click here to read the entire article
05.07.2018
     The world is intensely preparing for a water crisis, the most important resource for human life. The signs, on a continental and global level, that there is a water problem are increasingly clear.  click here to read the entire article
02.07.2018
     The Bursa Construcțiilor magazine, published by the BURSA press group, has taken the first step in the third decade of existence and has awarded, in this year's Gala, no fewer than 20 awards of excellence, to some of the most important associations in the sector, as well as to companies that have stood out through their activity.  click here to read the entire article
27.06.2018
A VOTE FOR AN UNFORGETTABLE SUMMER
     In the plenum joint meeting of the Chamber of Deputies and the Senate, which will be held today starting at 14:00, will be debated and put up for vote the vote of no-confidence against the government submitted by 152 members of the opposition.
     The document which incriminates the failures of the Dăncilă government has been read in the Parliament on Monday, June 25th.  click here to read the entire article
25.06.2018
     Even without the court ruling rendered in first instance by the High Court of Cassation and Justice in the lawsuit of the fictitious hiring at the Child Protection Department of Teleorman the focus on getting all the institutional levers under the - informal, but all the more important - authority of Liviu Dragnea. But, after his conviction on June 21, this trend will speed up. But only through this kind of concentration of power can the president of the Chamber of Deputies hope to change not only the balance of power - which is already favorable to him, even though nothing is final in politics -, but the legislation based on which he has been sentenced, so that he gets exonerated of any legal responsibility. Or, when the powers of the state are concentrated in the hands of one man, democracy, even though it may be only a façade, moves aside to be replaced by autocracy. And in Romania, the temptation of autocracy, hidden under the veil of illiberalism, is more powerful than it has ever been, after the fall of communism. Could this be just an accident owed to the meteoric apparition of Liviu Dragnea?  click here to read the entire article
19.06.2018
     The Romanian Constitution:
     Art. 80 - The role of the president
     (1) The Romanian president represents the Romanian government and is the guarantor of national independence, unity and territorial integrity.
     (2) The Romanian president must watch for the compliance with the Constitution and the good functioning of the public authorities. For that purpose, the president serves as a mediating entity between the powers of the state, as well as between the state and society.  click here to read the entire article
12.06.2018
     The reunion scheduled today between Donald Trump and Kim Jong-un is taking place in Singapore due to the relative neutrality and the security this city-state provides. Singapore is one of the few countries that still hosts a North-Korean embassy, and many of the deals of the Kim regime were conducted here, according to the foreign press.  click here to read the entire article
05.06.2018
     "It is a good thing that the public doesn't understand the functioning of our banking and monetary system, because otherwise I think there would be a revolution in the streets by dawn".
     HENRY FORD, founder of the American automotive industry

     Fed up with subsidizing the commercial banks with their own money, the Swiss, mobilized through the "Sovereign Money" initiative, have proposed the organization of a Referendum which will be held on Sunday, June 10th 2018 - is a historical referendum, revolutionary for the banking industry, of international resonance -, by which the initiators want to amend the Constitution, which would impose to the commercial banks to grant loans only within the limits of the bank's money, forbidding them to issue scrip money and ensuring the monopoly of the Confederation (of the Swiss state) on issuance of money free of debt.  click here to read the entire article
23.05.2018
     The "pension apocalypse is coming"! The more or less qualified keep talking in the written press, TV and on the radio. The uncertainty is being preserved - deliberately by some, by the government members out of pure stupidity!  click here to read the entire article
16.05.2018
GABRIELA MIHAELA VOICILĂ, THE BUSINESS ENVIRONMENT MINISTER:
     Where there are many entrepreneurs there is creation, where there are many women entrepreneurs there is divine creation, says Gabriela Mihaela Voicilă, state secretary in the Ministry for the Business Environment, Trade and Entrepreneurship (MMACA). In her opinion, entrepreneurship means joy, a better situation, but less time for the family: "Taken together, entrepreneurship means achievements (...) Every one of us needs validation, for having built, having created something".  click here to read the entire article
14.05.2018
IN THE LAWSUITS AGAINST THE BANKS
     * Piperea: "In the Andriciuc case, the EU Court of Justice has not limited its argumentation to the CHF, but expanded it to cover any currency for which the debtors weren't hedged"
     The courts in the country have begun ruling in favor of borrowers and freezing the value of the European currency at the exchange rate valid on the date the loans were originated, in the lawsuits brought against the banks.  click here to read the entire article
09.05.2018
IN THE ROMANIAN BANANA REPUBLIC...
     The urge "Mircea, act like you're working!", back in the days of the so-called revolution of December 1989, was brought back recently by a new "director".
     We are talking of course, about the meeting between NBR governor Mugur Isărescu, and a government "delegation" led by chamber of deputies chairman Liviu Dragnea, together with PM Viorica Dăncilă.
     Sources from within the PSD, quoted by ziare.com, have claimed that, "in the meeting with the NBR governor, Liviu Dragnea seemed to be looking for a way out, and he seems confused, as he didn't expect his decisions to lead to such effects in the economy".  click here to read the entire article
08.05.2018
     Liviu Dragnea's insistence in moving the Romanian embassy from Tel Aviv, to Jerusalem, feeds an older, widespread confusion. Much older. Politically, Jerusalem has been divided from the first presence of the Judeans on the lands of the Palestinians, since back in the days of Abraham and Abimelec. "The indivisible Jerusalem" wanted by Benjamin Netanyahu is a spiritual creation.
     Definitely, pilgrims and locals claim that Jerusalem has a geography, meaning that the city would be compatible with the cardinal points and that is why Palestinians, Israelis and people overall, including those of the UN, EU and the US, speak about Eastern Jerusalem and Western Jerusalem, without anybody being surprised that that is happening at the center of the world, where the god of the Judeans began his creation, starting from the very rock from which later Archangel Gabriel raised Mohammed to visit Heaven, the same place of origin where one of the seven angels "and showed me the Holy City, Jerusalem, coming down out of heaven from God." (Apocalypse, 21: 10), where God is one of the same.  click here to read the entire article
03.05.2018
     Financial fair play is a concept that comes from the world of soccer. The notion is simple, don't spend more than you earn in a month, or in a year, regardless of what shareholder, mogul or investor enters the business.  click here to read the entire article
.