Apanova
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. 
 

 
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Cotații Internaționale

Prognoza Meteo
Vezi harta temperaturilor
harta temperaturilor
     24.04.2018 
     Prognoza pentru România
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English Section
20.04.2018
     * "Iliescu on trial for all the bloodshed!" was one of the powerful slogans of the University Square, as well as "Iliescu - KGB, go back to the USSR!".
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16.04.2018
     * - The Syrian gas attack did not exist, the American missiles were brought down, then where are the dead coming from?!
     * - It is enough to tell Syrians that they are attacked and killing each other?
     Friday, Syria was attacked by war attacks, in which a warship of the United Nations which operate in the Red Sea (according to the American officials), American B-1 bombers, four British Royal Tornado GR4 aircraft (which fired Storm Shadow missiles) and French Rafale jets.  click here to read the entire article
12.04.2018
     New Delhi, March 4th, 2017 - I am in the garden of the Royal Plaza hotel, sitting next to the table of a group of Indians, probably Hindus, two women in colorful saris and two men, all of them in their fifties. They are checking me out, I catch them doing it a few times. A Romanian manea, with heavy Indian influences starts playing from the speakers, I am surprised, I start laughing.  click here to read the entire article
02.04.2018
FOR THE FIRST TIME AFTER THE LOSS OF 2.6 BILLION LEI OF 2014
     The Romanian Commercial Bank (BCR) has proposed to shareholders the distribution of dividends of 228.12 million lei, out of the profit of 570 million lei, for last year, this being the first year with such an item on the agenda of the General Shareholder Meeting, after the huge loss of 2014, of 2.6 billion lei, caused by the high provisions and the sale of non-performing loans.  click here to read the entire article
30.03.2018
     The website of the National Bank of Romania still includes the statement that its monetary policy strategy is the direct targeting of inflation.  click here to read the entire article
28.03.2018
     No investor has expressed interest in the privatization of the "Sanevit 2003" disposable syringes factory of Arad, as part of the last procedure initiated by the Ministry of the Economy, which took over the company in 2012 to save ut from bankruptcy, but since then, several attempts at privatization have failed, and since 2013 the plant hasn't manufactured anything, according to News.ro.  click here to read the entire article
27.03.2018
ALEXANDRU BOTEZ, ELECTRICA SHAREHOLDER:
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     * The company's directors are entitled to compensation in the event of their unjustified dismissal
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22.03.2018
     "The markets are turning into the markets' greatest enemy", wrote an analyst of Goldman Sachs in a note addressed to its customers, according to an article by Bloomberg, and the jump in the VIX volatility index last month "is a symptom of the financial fragility".  click here to read the entire article
19.03.2018
AS SHAREHOLDER,
     * 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.
     -------
     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".  click here to read the entire article
15.03.2018
THE NATIONAL BANK OF ROMANIA ISN'T COMMENTING, EVEN THOUGH BOTH COMMERCIAL BANKS ARE LISTED ON THE STOCK EXCHANGE
     The National Bank of Romania (BNR) has blocked the acquisition of Banca Românească by OTP Bank România, according to information which appeared yesterday in the Romanian press, as well as on some foreign websites. Thus, the NBR hasn't issued an opinion on the transaction, even though the time by which it should have done so expired since back in autumn last year.  click here to read the entire article
14.03.2018
RAINER SEELE, OMV:
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07.03.2018
ACCORDING TO AN EUROPEAN COMMISSION DOCUMENT, SEEN BY BLOOMBERG
     The European Union (EU) intends to apply tariffs for imports of 2.8 billion Euros (3.5 billion dollars) in the US, from T-shirts and bourbon, to motorbikes, if American president Donald Trump continues its plan to impose 25% tariffs for foreign steel acquisitions, according to Bloomberg.  click here to read the entire article
06.03.2018
     * The EU, which is preparing retaliatory tariffs of its own against the US, is carrying out talks with the countries that will be affected by the taxes proposed by the Americans: Japan, Canada, Brazil and Turkey
     * German economy minister: "President Trump wants to play a game that no one can win"
       One of the top advisors to US president Donald Trump has recently announced that the US will not make any exception from the application of tariffs set on imported steel and aluminum, even if the EU is preparing reprisals, according to ft.com.  click here to read the entire article
05.03.2018
LAST WEEK, ROMANIA HAD THE BIGGEST IMPORTS OF NATURAL GAS IN THE LAST FIVE YEARS
     * In Europe, the cold weather has led to a significant rise in the price of natural gas
       Last week, Romania imported about one third of the daily natural gas consumption to get it through the cold winter period, these being the biggest daily imports of natural gas in the last five years, according to some sources from the energy sector, quoted by Agerpres.  click here to read the entire article
02.03.2018
A POSSIBLE CONTRACT FOR THE SPARE PARTS NEEDED BY PATRIOT MISSILES
     * Aurel Cazacu: "The American partners are trying to cooperate, even if they do not have the obligation to offset, and Aerostar is the best plant in Romania"
     * A rise of over 40% for the Aerostar shares over the last year
       Shares of "Aerostar" Bacău (ARS) yesterday rose 6.5%, to 5.24 lei/share, taking the company's valuation to an all time high - 797.93 million lei, after American company Raytheon announced that it has requested a quote from ARS, to get more information about the parts that might be manufactured in Bacău for the Patriot radar, which is part of the Patriot missile system.  click here to read the entire article
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