PSD blasts the listing of state-owned companies on the stock exchange

The listing of state-owned companies on the stock exchange has turned into a moment of rupture in domestic politics, given that PSD has initiated a legislative project by which it wants to postpone by two years any steps regarding the listing, and the motion of censure initiated by AUR and to which PSD announced yesterday that it gives its consent for the preparation and submission refers precisely to a so-called "sale" of state-owned companies.

This whole scandal erupted in the context in which the deputy prime minister for reform, Oana Gheorghiu, presented an exploratory list of 22 state-owned companies, which could list minority stakes on the stock exchange, a list that simultaneously triggered a confrontation within the coalition, a debate about the future of the capital market and a fundamental discussion about the meaning of public ownership. The real stakes of this dispute are no longer whether or not there will be IPOs, but whether the Romanian state accepts or rejects the use of the market as an instrument of financing and economic discipline.

Social-Democrat Senator Daniel Zamfir announced yesterday that the Senate Permanent Bureau has ordered the urgent debate of the project on the prohibition of the sale of state assets to strategic companies of national interest until December 31, 2027. This is because the list analyzed in the Government includes important names such as CEC Bank, Hidroelectrica, Romgaz, but also the National Airports Company of Bucharest, the Port of Constanta, Salrom, the Romanian Lottery, the National Printing House, Cuprumin, the Romanian Post Office or entities from the defense industry, such as Romarm and UM Cugir.

"The permanent bureau decided that this week the advisory and reporting committees will meet, so that, at the beginning of next week, respectively Monday, the law that prohibits the alienation of state assets to profitable state companies until December 31, 2027, will be put to the final vote. There is also an exception, namely with regard to state companies that have recorded losses for five consecutive years, there may be a listing procedure, a negotiation or any other form through which the state can capitalize on the shares it has, but in no case with profitable state companies," declared Daniel Zamfir.

The economic committee was notified for a report on this project, and one of the advisory committees is the administration committee. This is project L287/2026, which has already received a favorable opinion from the Legislative Council.

• PSD considers the timing of the listing of state-owned companies to be completely inopportune

According to the explanatory memorandum of the legislative project submitted by the Social Democratic senators and deputies on April 20, we are faced with a "deeply unpredictable" climate, generated by the "overlapping crises that the national economy is going through", by the volatility of the markets and by the inflationary pressures that affect both consumers and companies, which makes "decisions regarding the alienation of state assets risk going against the interests of the Romanian state". In this context, the initiators of the draft normative act warn that there is a "clear risk that the timing of the listing will determine the trading of shares at undervalued values, to the detriment of the public interest and the state's patrimony".

Therefore, the Social Democrats consider the Executive's intention to list companies such as CEC Bank, the National Airports Company of Bucharest, the Port of Constanta, the Romanian Post or Romarm to be inopportune, as well as the sale of additional shares in already listed companies, such as Hidroelectrica or Romgaz, measures assessed as being "in complete contradiction with economic logic". In the energy sector in particular, the argument is firmer, citing the fact that the reduction of state control "vulnerables the state's capacity to intervene", and in a context of uncertainty "can be catastrophic". The explanatory memorandum invokes examples from other European states to support the need to maintain public control, showing that, in times of crisis, states do not accelerate privatizations, but "intervene directly and actively in increasing the shareholding in those companies, respectively in consolidating public control". Policies to consolidate state control in Poland, France or Germany are mentioned, through nationalizations, recapitalizations or strategic mergers, all oriented towards economic and energy security.

The legislative project, however, includes exceptions, allowing the sale in the case of companies that have been losing money for five consecutive years or for which insolvency proceedings have been initiated by a final court decision, as well as shares whose total value, on December 31 of the previous fiscal year, does not exceed 5 million lei for each company, company or credit institution. In this case, the shares held by the state in national companies and companies, credit institutions, as well as other companies, can be alienated, on regulated markets or alternative trading systems authorized by law.

Finally, the authors warn that "under the pretext of reform and corporate governance, we cannot stand idly by as the state's profitable strategic assets are being sold", emphasizing that the problem is not the principle of listing, but "the deeply inopportune moment and the lack of decision-making responsibility", the project being presented as a temporary measure to protect Romania's economic and energy interests.

The Senate is the first forum to be notified of this project, with the Chamber of Deputies being the decision-making forum.

• Listing of state-owned companies - a breath of fresh air for the public budget

The concrete data published in the press indicate that only the first three quantified transactions - the sale of 10% of Hidroelectrica, 7% of Romgaz and 20% of CEC Bank - could bring approximately 10.8-11 billion lei to the budget, which implies a cumulative valuation of approximately 116 billion lei for these three companies. If we add specific valuations, such as the one of approximately 5 billion lei for Aeroporturi Bucureşti, it becomes obvious that the total value of the 22 companies analyzed exceeds the threshold of 120 billion lei, which raises the stakes to the level of one of the largest public capitalization processes in Romania post-2000.

In this context, the Executive is trying to keep the discussion in the technical and economic area. Deputy Prime Minister Oana Gheorghiu clearly explained that "it is a proposal, it is a list for exploration only, it is an exploratory list, we do not have a decision, a political commitment", emphasizing that any subsequent step depends on "feasibility studies", which suggests that the process is a phased one, not a decision already taken. At the same time, she pointed out the real stakes of the listing, stating that a listed company "can no longer be controlled discretionarily" and becomes "much more difficult to use as a political instrument", thus introducing the idea that listing is not just a financial operation, but a mechanism for changing the way state-owned companies are managed. This line is also supported by Prime Minister Ilie Bolojan, who summarized the pro-listing argument in a direct formulation: "It is about selling minority stakes, in such a way that the state remains in the majority (...). Companies will be managed better. It means that they will be managed more transparently and there will be a gain for the state budget". In this logic, listing is not privatization, but partial monetization and a reform tool, a method by which the state retains control, but introduces market rules.

• The ABB mechanism, criticized by social democrats

But it is precisely here that one of the most sensitive components of the discussion appears, almost ignored in the wider public space: the concrete way in which these stakes could be sold, namely the difference between the classic listing through public offering and alternatives such as accelerated sale or direct negotiation. In the case of already listed companies, such as Hidroelectrica and Romgaz, there is an increasingly clear discussion about the use of the ABB (Accelerated Book Building) mechanism, i.e. the rapid sale of blocks of shares to institutional investors, in a very short period of time, usually a few hours or days, without a classic IPO.

This mechanism has the advantage of speed and certainty of execution, being frequently used in mature markets, but it comes with a cost: the price is often set at a discount to the market in order to quickly attract capital.

In parallel, for unlisted companies, the option of direct negotiations with strategic investors is being discussed, either before listing or as an alternative to it, which completely changes the logic of the operation. If the IPO involves transparency, competition between investors and the formation of a market price, direct negotiation involves the selection of a partner and a much more opaque process, in which the state can obtain capital, but loses the advantage of discovering the price in the market. It is precisely this possibility that fuels political suspicions and explains the tough reaction of the PSD.

Sorin Grindeanu, the president of the Social Democrats, was categorical: "PSD opposes the sale of profitable state companies”, and the message was amplified by harsh statements, in which the listing of companies such as Romgaz, CEC or Port of Constanta is described as an act comparable to "stealing the whole pantry”. Ştefan-Radu Oprea, the ex-Secretary General of the Government, brought a procedural and institutional criticism, stating that the document regarding the listing "was introduced on the agenda in the morning of the meeting”, without time for analysis, and that the milestones in the PNRR only target three energy and transport companies, "without any connection to CEC Bank, the Romanian Lottery or the Port of Constanta”.

• Failure to start the listing procedures means the loss of 771 million euros allocated through the PNRR

In this landscape, the intervention of the business environment adds an additional critical dimension. Florin Jianu noted that "this measure is based on the fact that it is a milestone in the PNRR” and warned that "it seems to me that the necessary explanations were issued much too late (...), a political roller has been created”, suggesting that the delay and politicization of the subject may compromise an instrument that should have already been implemented and may affect Romania's credibility in relation to its European commitments.

This risk is confirmed by yesterday's public intervention by Prime Minister Ilie Bolojan, who warned on his official Facebook page that Romania could lose 7.3 billion euros from the PNRR if it does not quickly adopt a set of nine essential measures, one of which - Milestone No. 442 - directly targets the governance of state-owned companies. According to the Head of Government, the measure involves "improving the procedural framework for implementing the principles of corporate governance”, reducing interim appointments to boards of directors by 50% at the central level and by 10% at the local level, as well as adopting legislation on the proportional reporting regime, with the penalty for failure to meet this milestone being 771 million euros. This intervention directly links the topic of listings to corporate governance reform and shows that the dispute is no longer just internal, but has concrete financial consequences in the relationship with the European Union.

From an economic point of view, cold analysis shows that not all companies have the same profile and the same chances of listing. Hidroelectrica and Romgaz are the most likely candidates for new transactions, being already listed and attractive to investors. CEC Bank remains a case with high potential, but dependent on political will. Bucharest Airports and the Port of Constanta are valuable assets, but extremely politically sensitive, which reduces the likelihood of a quick listing.

Salrom and Cuprumin require additional preparation, and the Romanian Lottery or the National Printing House are, at this point, rather theoretical scenarios. The defense industry is practically excluded.

In this context, the winners and losers become relatively clear. The state would gain liquidity in a moment of budgetary pressure, the capital market would gain size and relevance, and investors would have access to strategic assets. In return, they would lose those structures that operate in opacity and depend on direct political control. Blocking listings would reverse these effects and maintain a model in which administrative decision prevails over market signals.

In the end, the dispute is no longer just about "if” to list, but about "how” to monetize these assets: through the open market, through accelerated sales or through direct negotiations. Between the transparency of an IPO and the speed of an ABB or a direct transaction, Romania must choose not only a financial technique, but a governance model. And at stake are not only 10-11 billion lei of potential transactions, nor just over 120 billion lei of portfolio value, but also 771 million euros from the PNRR and the direction in which the state redefines its relationship with the economy: open to the market or closed in the logic of political control.