Conferința BURSA - Dezvoltarea Romaniei 2018
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)
Prin trimiterea opiniei ne confirmați că ați citit regulamentul de mai sus și că vă asumați prevederile sale !
Aceeasi sectiune (English Section)
Ediții precedente
Newsletter Facebook Twitter YouTube LinkedIn RSS
Jurnal Bursier
     * Rulaj de 47 milioane de lei, peste media anului
     Piața principală a Bursei de Valori București (BVB) a încheiat ședința de tranzacționare de joi preponderent în teritoriul pozitiv, opt dintre...  click să citești tot articolul
     * Scădere de 0,53% pentru BET-NG
     Volumul de tranzacționare înregistrat în ședința de la mijlocul săptămânii a Bursei de Valori București (BVB) a fost de 33,45 milioane de lei, dintre care...  click să citești tot articolul
     Bursele din Europa au urcat ieri, pe fondul câștigurilor din sectorul materiilor prime.  click să citești tot articolul
     * Toți indicii bursieri au închis în creștere
     * Tranzacții cu aproape 3% din MedLife, efectuate pe piața "deal"
     Lichiditatea înregistrată în ședința de tranzacționare de ieri la...  click să citești tot articolul
     Piețele europene au urmat un curs mixt ieri, după ce administrația americană a decis să impună taxe vamale de 10% pe importuri chinezești de 200 de miliarde de dolari.  click să citești tot articolul
     * Rulaj de 42 milioane de lei, în apropierea mediei acestui an
     Cinci dintre cei nouă indici ai Bursei de Valori București (BVB) au încheiat prima ședință de tranzacționare a săptămânii ușor în...  click să citești tot articolul
Cotații Internaționale

Curs Valutar

Curs valabil din data de 21 septembrie 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 sârbesc...
1 Hryvna ucraineană...
1 Dirham emirate arabe...
1 Kuna croată...
1 Bahtul thailandez...
1 Gram aur...
1 DST...
click aici pentru cursurile pieței valutare - istoric
English Section
     Globalization has also brought with it an unpleasant effect: cross-border corruption. According to the intermediate report Exporting Corruption for the year 2018, a document drawn up by the organization Transparency International, there is a practice among powerful foreign companies of bribing the public servants of another country when they want to enter the local market.  click here to read the entire article
     The offshore law will once again reach the Commission, in one or two weeks, according to Mr. Virgil Popescu, the vice-president of the Commission for Industries and Services, the Chamber of Deputies.  click here to read the entire article
     * "There have been attempts for the prefect to be made a scapegoat"
     * "The support from the government wasn't much to talk about, so if it were withdrawn, there wouldn't be much of a difference"
     Bucharest's General Mayor was heard on Tuesday as a witness by the prosecutors of the General Prosecutor's Office in the case concerning the events which happened on August 10th in Victoriei Square. Before going into the Prosecutors' Department building, Gabriela Firea said she stood by her statements made immediately after the meeting of the National Executive Committee of the PSD and said: "I always speak based on facts, not just in this particular case, but in other areas as well, including politics. I will be answering to the questions of the prosecutor who contacted me and told me I was supposed to be heard in the case which is now being investigated concerning the intervention of the gendarmes on August 10th".  click here to read the entire article
     The particularly hot weather and the conditions of extreme draught in Europe have brought to light terrible warnings from the past.
     Associated Press recently wrote that in the riverbed of the Elba in the Czech Republic have resurfaced the giant stones known as "the hunger stones", which have indicated over time, the coming of hard times.
     "When you see me, weep", is written on one of these stones, which seems to be considered the best hydrological benchmark in Europe. The inscription is in German and dates back to 1616.
     A detailed analysis of the stone inscriptions was published by the Czech researchers in the "Climate of the Past" magazine in 2013 (author's note: "Droughts in the Czech Lands, 1090-2012 AD", April 2013).  click here to read the entire article
     * Claudiu Cazacu, XTB România: "United States companies have posted results that even exceeded the analysts' expectations, which were already for 2-figure profit increases"
     * Liviu Moldovan, financial analyst: "Currently, investors have a «blind» faith in the stock markets, in general, and in that of the US, in particular"
     For the first time in the history of the American markets, Nasdaq has surpassed the psychological level of 8,000 points.
     In the August 27 session, the Standard & Poor's 500 (S&P 500) index also reached an all time high, ending the trading session at almost 2,897 points.  click here to read the entire article
     The capital market was marked, last week, by a number of controversial statements tied to the listing of Digi Communications, starting from the statements made recently by Darius Vâlcov, state advisor on the team of the prime-minister, who wrote on his Facebook page that he has asked the Financial Oversight Authority (ASF) if it was true that the book value of the Digi shares was 1 leu and 8 bani, and pointed out that at the time of the IPO, the shares of Digi were listed at 40 lei and are currently priced at 28 lei (30% down) and keep going down.  click here to read the entire article
     Angela Merkel inaugurated the highway in December 2005, less than a month after she became chancellor of Germany.
     The highway was built on the territory of the former East Germany, connects Lubeck and the Polish border, after the junction with A11, and goes through the electoral precinct of chancellor Merkel.  click here to read the entire article
     The Romanian government has lost over 8 billion lei, between 2006-2018, following the failure to update the royalties paid by the oil and gas companies, says Gigi Dragomir, the president of the National Mineral Resources Agency (ANRM), in a report sent to the prime-minister.  click here to read the entire article
      * (Interview with Radu Grațian Ghețea, President - CEO of CEC Bank)
     In banking there are many risks and that is why banks need to be flexible and have as diverse an exposure as possible, which take the market circumstances at the time into account, says Radu Grațian Ghețea, President and CEO of CEC Bank. He told us, in an interview: "We have to adapt to what is happening in the market and we need to do things in such a way that the economic activity and that of the bank both function properly. If we're going with the idea that we want to eliminate every risk, then we'll just stop doing anything. For instance, we have been and we are a bank which heavily funds agriculture, which also means animal husbandry. A few years ago, our exposure to the aviculture sector was rather significant, and when the avian flu came we had to cover some non-performing loans on that segment. Now that the avian flu is done, we are facing the swine flu. What should we do, stop lending?"
     Reporter: Lately, there have been opinions from some experts who are saying that there is a wave of non-performing loans of the ones taken out by the First Home Program. What is your comment on these statements?  click here to read the entire article
     * (Interview with Laszlo Diosi, OTP Bank CEO)
     Reporter: How would you describe the banking market, at the present time?
     Laszlo Diosi: Even though there are plenty of challenges, there are also many opportunities for the Romanian banking system. The lessons of the financial-economic crisis have resulted in a better regulated framework, stable, transparent and predictable. The guiding line of the policies developed by the authorities that are qualified, but in particular by those with a regulatory and oversight role has been characterized by a balance between profitability and systemic safety.
     But there is no shortage of challenges. We are talking here about challenges which concern the digitalization of the banking system and the national and international legislation. The entire system needs to align with complex and sometimes confused regulations.
     Recorded by Emilia Olescu  click here to read the entire article
     * (Interview with Dan Paul, the president of the Association of Brokers)
     The management of the Bucharest Stock Exchange (BVB) needs to find out from brokers whether Romania truly needs a derivatives market, says Dan Paul, the president of the Association of Brokers, who was kind enough to grant BURSA an interview.  click here to read the entire article
     Now we know why prime-minister Dăncilă was in a hurry to announce the activity report for the first six months at the helm of the Romanian government: the nice tale of the hike of pensions and salaries wasn't supposed to be overshadowed by the evolution of budget expenses, whose increase has led the deficit of the consolidated general budget to 1.61% of the GDP, from 0.88% after the first five months of the year.  click here to read the entire article
     The public offer started by Vimetco and Conef for a stake of at most 53.77% of the shares of Alro Slatina (Alro) has been unsuccessful, as the issuer announced that due to the unfavorable market conditions, the shareholders, company and underwriters couldn't agree on a price for the volume of 383.79 million shares put up for sale.  click here to read the entire article
     * According to Eurostat, Romania has the biggest governmental deficit in the EU
     The hike of some taxes, in the near future, is unavoidable, according to economic analyst Aurelian Dochia.
     His statement comes as, in the first quarter, the government's deficit has seen an increase over the last quarter of 2017, according to data by the European Statistics Office (Eurostat).  click here to read the entire article
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