A lawsuit requesting the listing of BCR

     
     *  Officials of "Erste": "We believe that the decision not to take BCR public was made in a fair and transparent manner"
     *  Ioana Sfîrăială: "The object of the lawsuit concerns the failure to abide by contractual clauses, rather than the price of the shares"
     *  "Erste" makes an offer to minority shareholders of BCR
     Ioana Sfîrăială has sued "Erste Bank" and the Romanian Commercial Bank (BCR) for failing to honor their obligation to take BCR public, which was stipulated in the privatization contract.
     Lawyer Ioana Sfîrăială, one of the minority shareholders of BCR, is now starting a fight with the domestic bank, after winning a resounding lawsuit filed against the Proprietatea Fund, through which it managed to invalidate the appointment of Franklin Templeton as manager of the former.
     Ioana Sfîrăială said yesterday: "Two weeks ago we filed a lawsuit requesting that Erste Group honor its contractual terms to take BCR public". She said that the first hearing has been set for September 7th.
     The defendants are "Erste Group Bank" AG, "EGB Ceps Holding" GMBH (later created by Erste Bank and which has taken on all the rights and obligations stipulated in the contract) and the Romanian Commercial Bank.
     Ioana Sfîrăială is asking the courts to hold the defendants jointly liable, according to the art. 3.2, letter a of the sale contract (ed. note: the listing of the bank within 36 months from the signing of the contract, namely starting with December 21st, 2005).
     The representatives of "Erste Group" have said that they would not comment on the approach of Mrs. Sfîrăială. "We believe that the decision not to take BCR public was made in a fair and transparent manner", they said.
     "Erste Bank" did everything it could to avoid taking BCR public. In 2009, it signed with the SIFs (ed. note: which owned approximately 30% of the shares of BCR) an agreement to postpone the listing by two years, but which nevertheless left a slim chance that the condition to take the bank public would eventually be honored. Following the agreement of 2009, "Erste" was required to take BCR public only if the SIFs asked for the listing together or if Erste decided to do it, with the support of at least three of the SIFs.
     Last year, after "Erste" agreed with four of the SIFs (ed. note: an agreement which was later signed by SIF "Moldova" as well) to buy their stakes, the shareholders of BCR , meeting in the General Shareholder Meeting of November 2011, have rejected the listing of the bank.
     In September last year, Mircea Ursache, the head of the department for the administration of the state's interests in the economy of the Social Democrat Party (PSD) and former president of the AVAS said, that the breaching of the condition to take BCR public would create a very dangerous precedent and that the government could resort to a lawsuit to force the honoring of the contract.
     At the time, Sebastian Vlădes-cu, former minister of Finance and president of the privatization commission of BCR said that, from the moment the Romanian state sold its last share in BCR, it technically stopped playing any part in the decision making of BCR, and the listing was a problem which would have to be solved between the minority shareholders and the majority shareholder.
     *  Erste offers minority shareholders of BCR 1.09 lei/share
     Erste Bank offered the Romanian minority shareholders of BCR a price of 1.09 lei/share, close to the one it offered to the SIFs last year and to the one offered in 2010 to the employees of BCR.
     In doing that, Erste wants to acquire 0.36% of the shares of BCR, in exchange for more than 62 million lei (14.3 million Euros).
     Ioana Sfîrăială said: "I did not receive any offer from Erste Group". She said that the object of the lawsuit concerns the failure to abide by contractual clauses, rather than the price of the shares.
     The offer will take place from February 6th to February 24th, according to an announcement made by BCR, quoted by Mediafax.
     The offer launched this week is the third which the Austrian group makes to the minority shareholders of BCR, following the one conducted at the end of 2006, immediately after the privatization of the bank, and the one of September 2010.
     In 2006, Erste offered the employees of BCR a price of 6.5 Euros per share or the option of receiving Erste stock (one share of Erste for six shares of BCR).
     Later in September 2010, Erste proposed a price of 14.03 lei/share, and at the time the face value was 1.3 lei/share. In April 2011, the face value was cut to 0.1 lei/share, and the number of shares was multiplied by 13, meaning that if Erste had offered in this year the same amount as in 2010, the price would have been close to almost 1.08 lei/share.
     Most of the minority shareholders of BCR are former or current employees of the bank, as well as brokerage firm Actinvest, and companies Carina Import Export and Milord Impex and the Certinvest Dinamic mutual fund.
     The letters for accepting the offer which was launched this week can be submitted until February 24th. 

     Erste currently holds 89.13% of the shares of BCR, and SIF Oltenia, the only one that didn't sell its shares in BCR, owns almost 6.59%.
     This year, SIF Muntenia and SIF Banat-Crişana will exit the shareholder structure of BCR, and they recently announced that they would sell more of their shares to Erste, based on the agreement concluded in September. The other two SIFs, SIF Moldova and SIF Transilvania, last year sold all of their BCR shares.