CONFERINȚA "Viitorul pieței de capital românești" - Ediția a VI-a
THE CONFLICT AT THE TOP OF SIF OLTENIA HEATS UP
BURSA 27.02.2014

ADINA ARDELEANU (Translated by Cosmin Ghidoveanu)
 
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     *  Ciurezu: "The statements of Mrs. Bobircă - liable to manipulate the market"
     *  Bobircă: "The accusations appearing in the press release by Mr. Ciurezu - completely unfounded and lacking any legal or factual foundations"
     *  The president of SIF Oltenia considers that a dividend similar to that of last year could represent an optimal profit distribution ratio
       The directors of SIF Oltenia have revealed the fight which had been going on for some time within the Board of Directors, with the factions being gathered around chairman Tudor Ciurezu and Ana Bobircă, who represents the "Business Capital for Romania Opportunity Fund", owned by BCR and Florin Pogonaru.
     The BURSA newspaper reported on Tuesday, that the negotiations concerning the sale of 6% of BCR owned by SIF Oltenia have created disagreements between president Tudor Ciurezu and Florin Pogonaru, one of the largest indirect shareholders.
     The article in BURSA, which presented a synopsis of the talks between Ana Bobircă at the "Romania Investor Days" conference held in the beginning of the month, in New York, has caused SIF Oltenia to issue a press release, signed by Tudor Ciurezu, by which he belies those statements.
     The management of SIF5 Oltenia, through its chairman Tudor Ciurezu, wrote that Board member Ana Bobircă did not have a mandate to represent a company at the "Romania Investor Days" event.
     In response, Ana Bobircă responded that the accusations from the press release of Mr. Ciurezu are completely unfounded and lacking in any legal or factual grounds, describing the report of SIF Oltenia as abusive.
     The representatives of the Proprietatea Fund, who have Cristian Bușu representing them on the board of SIF Oltenia, declined to comment on the situation.
     *  Tudor Ciurezu: "All I did was announce that the information presented by another administrator of SIF5 has no basis in reality"
     The chairman of SIF5 told us yesterday that all he did was announce that the information presented by another administrator of SIF5 did not match the facts.
     In yesterday's press release, SIF Oltenia mentions that since March 2013, no negotiations have taken place between the management of SIF Oltenia and representatives of Erste or other potential investors concerning the sale of the stake in BCR owned by SIF5.
     Also, according to SIF5, "the actual management of SIF Oltenia has considered that it would be abnormal for this important asset the company has in its portfolio (28.17% of the market value of its assets under management as of December 31st, 2013) to be sold hastily, in a period of crisis, when the bank had a lackluster evolution, and the talks with potential investors have shown that the investment can not be liquidated with a maximum of profitability, as BCR currently holds the top position in the Romanian banking system in terms of assets and market share. This statement by Mrs. Bobircă is liable to manipulate the market".
     Ana Bobircă has responded that the position she had expressed in the talks with the investors is strictly the one that was voted in the General Shareholder Meeting of April 2013: "1. According to the "Investment strategy" approved in the General Shareholder Meeting of April 2013, Mr. Ciurezu has proposed and has pledged to < boost communication with investors >, and the competence for the implementation of this strategy was granted by the shareholders to the elected Board of Directors.
     2. On December 6th, 2013, a material has been forwarded to the Board of Directors of SIF5 called < Proposals for improving the adequacy of the investment strategy >, signed by the majority of the members of the Board of Directors and which also had attached a material presenting SIF5 in its relationship with investors, containing only public information. Mr. Ciurezu had no objection at the time concerning that document, even though he was aware of the investors' requests for meetings made at international conferences.
     3. The talks with investors in the conference of New York actually represent the expression, on a professional basis, of the opinions of a non-executive administrator, based on the consultation with the majority of the elected administrators elected who participated in the General Shareholder Meeting of April 2013, which had and had taken on all the statutory and legal rights and obligations which derive from their position, as well as from the mandate granted to them by the shareholders. The only position stated and taken on was that of < member on the Board of Directors >.
     4. Operations such as < share capital increase >, < the relocation of the share capital increase >, < the amendment of the company contract or of the bylaws > are legal options, which are available to any company and they can be exercised only through the vote of the shareholders in the AGEA, which is the only statutory body which can make that kind of decisions.
     5. In the "Investment strategy" of SIF Oltenia, approved in the General Shareholder Meeting of April 2013 it is mentioned that: < Concerning the stake held in the Romanian Commercial Bank we will continue the negotiations with Erste Group Bank AG for a potential sale of the stake [...] under circumstances that are as advantageous as possible to SIF Oltenia >. In the press release signed by Mr. Ciurezu it is written that < since March 2013 there have been no more negotiations between the management of SIF Oltenia and representatives of Erste, or other potential investors, concerning the sale of the stake in BCR >".
     The representatives of SIF Oltenia also write, in a press release, that at the level of the statutory management bodies (the General Shareholder Meeting, the Board of Directors, and the Effective Management, respectively) the relocation of the company from Craiova to Bucharest was never discussed.
     *  Dispute on the General Shareholder Meeting minimum quorum requirements
     In the press release of SIF Oltenia it is also written that not even the statement according to which < the shareholders are encouraged to participate in the General Shareholder Meeting since several important proposals are being discussed, including the share capital increase for diluting inactive shareholders > (attributed to Mrs. Bobircă) is inaccurate, as the management of SIF Oltenia held no such talks on the subject.
     "This information which is being discussed justifies the interest of some people in the legislative changes to amend the holding cap for the SIFs and the quorum requirements for the Extraordinary General Shareholder meetings", the press release mentions, and it goes on to say: "Under the false concern over the increase or the reduction of the share capital of the SIF to maximize its performance hides the interest of shareholders to create the conditions for the meeting of the quorum for the Extraordinary General Shareholder meeting that would make such decisions, including the relocation of the company to Bucharest and the hiring of people that would implement such policies exclusively for the benefit of some groups.
     We want to mention expressly that on December 31st, 2013, in the company's shareholder structure, a number of 60 resident and non-resident individuals and companies hold shares that represent over 50% of the share capital of SIF Oltenia, and among the founding shareholders (individuals that hold between 10 and 1010 shares) of the company, there are 391,907 people that hold 16.27% of the share capital of SIF Oltenia".
     Ana Bobircă replies that "the manner in which the failure to meet the quorum for the summoning of the Extraordinary General Shareholder Meeting is considered by Mr. Ciurezu as a good condition of operation of SIF5, rather than an abnormal situation, which violates the universally recognized principles of corporate governance".
     She went on to say: "It is also surprising how Mr. Ciurezu claims that he is the only one privy to what the investors want and the one who decides on the meaning of the notion of < the limited interest of some groups >.
     In compliance with the status and the company contract of SIF5, the mandates of executive chairman and of the CEO are granted by the Board of Directors, which also sets the limits and the pertaining competences. Given this state of things, the position expressed on the 5% holding cap represent the individual opinion of Mr. Ciurezu and it exceeds his powers of representation".
     *  Hard to tell what will happen from now on
     Such a harsh conflict, would normally result in some changes in the management of SIF5 Oltenia.
     For now, both Tudor Ciurezu as well as Ana Bobircă are refraining from revealing their next move.
     "It is hard to tell what will happen next", Tudor Ciurezu told us, and he went on to say: "All I did was announce the fact that the information conveyed by one of the administrators of SIF5 has no basis in reality. Moreover, I consider that this information is capable of manipulating the price of the stock, especially those concerning the stake in BCR, because in the case of the other SIFs, the sale of their stakes in BCR has led to the payment of higher dividends. This lays the groundwork for certain expectations".
     The chairman of SIF5 also told us that the Board of Directors will discuss the actions of Ana Bobircă.
     When asked about the summoning of the General Shareholder Meeting for the validation of the balance sheet, Mr. Ciurezu told us: "I can't tell you when the notice to convene will be published, but next week we will have a meeting of the Board of Directors and we will probably discuss this issue as well".
     On the other hand, Ana Bobircă told us that the Board of Directors has not been summoned for now, but it would make sense for a meeting to take place as soon as possible, to avoid missing the announced financial calendar.
     According to Mrs. Bobircă, until now, no material pertaining to the General Shareholder Meeting has been received - proposals of strategy or budget: "In general, we are not allowed to comment on the documents presented by Mr. Ciurezu. More specifically, he doesn't expect anyone to object".
     Ana Bobircă also told us that on the Board of Directors there have been disagreements concerning matters of importance to the company, such as transparency, corporate governance and dividends.
     On the stake in BCR, she told us: "There have been no talks on the Board of Directors on this matter. Mr. Ciurezu didn't say that he negotiated, nor that didn't. The only true thing is that he has taken on in the General Shareholder Meeting the mandate to do that. This is what we have all remembered. He hasn't exactly respected that mandate".
     Mrs. Bobircă says that normally, a new strategy of the Board of Directors should be approved, and all the members of the Board of Directors should carry out that mandate. "I await with interest the decision of the shareholders", she told us.
     The General Shareholder Meeting for the approval of the balance sheet of SIF Oltenia is shaping up to be the battle ground between the two factions, just like it happened in the past at SIF Banat Crișana, SIF Muntenia or SIF Moldova.
     The net preliminary profit of SIF Oltenia, at the end of last year, was 129.99 million lei, up 47.09% compared to the end of 2012, when it amounted to 88 million lei, thus exceeding the forecasts for 2013 by 43.93%. 

     *  How much will the dividend be?
     The directors of SIF5 Oltenia are arguing, but the only thing investors are interested in is how big their dividends will be this year.
     The chairman of SIF5 Oltenia, Tudor Ciurezu, told us: "Concerning the dividend policy, I am in favor of an optimal ratio between the amount allocated for dividends, for rewarding the shareholders, and the amount that remains available to the company for investing in increasing the quality of the portfolio. The amounts invested have no other goal than to keep raising the value of the stock".
     When asked what he meant by this optimal ratio, he told us: "In my personal opinion, a dividend similar to the one of last year, would represent an optimal ratio for the distribution of the profit".
     At the conference in New York, Ana Bobircă told investors that a few proposals on the payment of the dividend for 2013 will be submitted to the shareholders for approval - between 60 and 90%.
     In the press release concerning the financial statements of SIF Oltenia, signed by president Tudor Ciurezu, it is stated that a dividend that is too high would basically amount to the company entering a scheduled liquidation stage.

 
 

 
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