BURSA 19.08.2014

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
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     *  SIF Oltenia wants to challenge in court the General Shareholder Meeting of "Prodplast Imobiliare"
     *  Florin Pogonaru had not sent us a statement by the time the newspaper went to print
       "Prodplast Imobiliare" (symbol: PPLI on Sibex), more specifically the building it owns in the center of Bucharest, is the new bone of contention between Tudor Ciurezu, the president of SIF Oltenia, and businessman Florin Pogonaru.
     SIF Oltenia, which owns 31% of PPLI, wants to challenge in court the General Shareholder Meeting held last week, which approved the contribution of the building of 23, Ziduri Moși St. of Bucharest - the headquarters of Prodplast Imobiliare - to the share capital of a joint stock or limited liability company, incorporated in Romania or abroad, which would have as its line of business the promotion and development of the real estate project initiated by the company at the location in question (a retail center), together with other individuals and/or companies that will be selected and co-opted by the Board of Directors of the company.
     Tudor Ciurezu considers that, through this action, the minority shareholders of "Prodplast Imobiliare" would be left with a company lacking any assets, because the building in question represents 90% of the total assets of the company.
     Furthermore, the president of SIF5 alleges the violation of the legal procedures in the summoning and notification of the shareholders about the General Shareholder Meeting, as well as in the voting throughout the meeting.
     "The group acting in concert with Florin Pogonaru is making decisions that are more drastic than those of Cătălin Chelu", said Tudor Ciurezu, who added: "What Cătălin Chelu used to do were mere fireworks compared to the nuclear bombs of this Pogonaru family".
     By the time the newspaper went to print, Florin Pogonaru had not responded to a request for an opinion filed by the BURSA newspaper.
     Also approved last week in the Extraordinary General Shareholder Meeting of "Prodplast Imobiliare" was the launch of an issue of bonds of up to 10 million Euros, which will be listed on the stock exchange, the increase of the share capital by 46 million lei and the accessing of a loan of 35 million Euros with a 30-year maturity, to finance the retail center developed near Obor.
     The retail center, called "Veranda Shopping Center", will have a surface of approximately 25,000 square meters, and Pogonaru has concluded an agreement with the Carrefour hypermarket chain, to lease approximately 10,000 square meters.
     The shareholders of PPLI have decided that the company would rent, as lessor, the spaces which will be built as part of the real estate project.
     The General Shareholder Meeting has also approved the sale of a plot of land in Tunari, with a surface of approximately 3 hectares through a public call for bids, an item which was included on the agenda at the proposal of SIF Oltenia.
     The bonds issue and the contribution of the property to the creation of a new company had been proposed by shareholder "Nord" SA which owns 32% of PPLI, controlled by Florin Pogonaru. On his proposal, the shareholders have also approved authorizing the Board of Directors to decide another share capital increase by up to 10.43 million lei, as well as decide on restricting or suspending the shareholders' right of first refusal in the share capital increase.
     Also, in the Ordinary General Shareholder Meeting, held on the second convening, the shareholders have elected Mihaela Ramona Popescu, Radu-Valentin Enescu and Andrei Pogonaru on the Board of Directors for a two-year term.
     Tudor Ciurezu says that all of the members of the Board of Directors have been nominated by "Victoria Art& Business Center" (1.2% of PPLI), which is fully owned by Georgiana Pogonaru, the wife of Florin Pogonaru.
     SIF Oltenia did not attend the General Shareholder Meetings of PPLI held last week.
     Tudor Ciurezu told us: "We did not attend the Extraordinary General Shareholder Meeting because we did not want to be complicit in a meeting that leaves the company without its most valuable asset, the building of Ziduri Moși Street, which is what basically justifies the existence of the company - as it represents 90% of the assets -". In his opinion the shareholders are being faced with a concealed asymmetric split, to avoid compliance with the requirements of the applicable legislation, namely the requirement for the unanimous votes of the shareholders and the right the shareholders that vote against the project to make their exit.
     Tudor Ciurezu sent us the following opinion: "Through this decision, the group of shareholders which is under the control of the Pogonaru family has found the legal solution to strip SC Prodplast Imobiliare of its most important asset (the building which currently hosts its headquarters), which justifies the existence of the company, and accounts for over 90% of the total assets of the company that it had on its balance sheet at the end of December 31st, 2013. Under these circumstances, the request to do a share capital increase, and take out loans without abiding by the rights of other shareholders is absurd. The company only has one asset left, the sale of which was approved in the general shareholder meeting. The issuing of bonds and taking out the loan for investments has been approved for the asset being contributed to the new company. By way of consequence, the minority shareholders will remain in a company left without assets and as a result, with the money borrowed and the taking of contracted loans, the investment in Prodplast Imobiliare shares will be zero, and the entire value of the company will be transferred to the patrimony of the group of shareholders who are under the control of the Pogonaru family (Florin and Georgiana) unjustly and illegally".
     The president of SIF5 says that, because in reality they are doing an asymmetric split division, Prodplast Imobiliare has the obligation to buy the shares of all the shareholders that do not agree with these decisions, at a price determined by an authorized expert.
     In his opinion, the decision skirts the provisions of the law, which stipulate that a split must be approved with a majority of at least two thirds of the voting rights, and in the case of asymmetric spin-offs, the decision will be made with a unanimous vote.
     Mr. Ciurezu says that even though the law required them to do so, the management of PPLI did not add all the items requested by SIF Oltenia to the agenda of the General Shareholder Meeting, and has thus censored their request, while all of the proposals of "Nord" SA have been accepted.
     In the report containing the decisions of the General Shareholder Meeting, the representatives of "Prodplast Imobiliare" have said that Tudor Ciurezu, who had filed a request for making additions to the agenda, did not make himself available to the shareholders to talk about any requests for clarifications they might have had and to promote their own proposals by exercising their voting rights.
     Tudor Ciurezu added that the company only published in the Official Gazette the items that had been newly introduced on the agenda, rather than its entire contents, like it was required through the law, which, according to him, led to the shareholders being misinformed and confused: "The failure to comply with the provisions mentioned made it very difficult for the shareholders to understand the scope, the goal and the opportunity of conducting the proposed operations. Also, the way things were done prevented over 2000 shareholders from noting that the proposals were against the company's interest, that they would lead to the stripping of its assets and to the diverting of the company's wealth to a small group of shareholders or individuals involved with them".
     In the opinion of president SIF5, confusion has been created between the operation of share capital increase by 46 million lei and the decision to empower the Board of Directors to increase the share capital by 10.4 million lei, as well as the need to finance the company - by approving the taking out of a loan and a bond issue at the same time.
     He told us: "We are of the opinion that there is no logical argument to support requesting the approval to increase the share capital by tens of millions of Euros, asking for the approval to borrow tens of millions of Euros to finance a real estate project which you then contribute to a company that is specifically created with shareholders selected by the Board of Directors of the company, which represent the interests of the Pogonaru family and to then claim that you are looking out for the interests of the company and that you have the interests of all the shareholders of the company at heart".
     The president of SIF5 says that the justification of the company to contribute the building in the center of Bucharest to the share capital of the newly created company is the fact that the collaborating companies want to deal with as few shareholders as possible.
     He also claims that the "Veranda project" is not supported by a Business Plan that would demonstrate the ability of the company to deal with the debts: "There is no commitment from the main tenant of the Veranda project, specifically Carrefour, that they would pay the rent over a period of 15-30 years. Also, the management of the company itself contradicts itself over the revenues which the project would generate: on one hand it claims that it can be exploited within a period of 16-24 months, to the tune of 82 million Euros, but on the other hand it is asking for the permission to borrow 35,000,000 Euros over a period of 30 years".
     * Tudor Ciurezu considers that the decision to empower the Board of Directors to suspend the shareholders' right of first refusal did not meet the quorum requirements
     The chairman of SIF5 claims that some of the decisions made by the General Shareholder Meeting - empowering the Board of Directors to decide the share capital increase and to suspend the shareholders' right of first refusal - they did not meet the quorum stipulated by the law. According to him, the provisions of art. 240 (1) of 297/2004, "in the case of share capital increases through contributions in kind, the suspension of the shareholders' right of first refusal to subscribe the new shares must be decided through an Extraordinary General Shareholder Meeting, which is attended by at least 3/4 of the total number of shareholders and with the vote of a number of shareholders that represent at least 75% of the voting rights".
     Tudor Ciurezu says: "According to the undisclosed minutes drawn up by the commission which verified the attendance, less than 10 individual shareholders were present, out of a number of over 2,000 shareholders. Therefore, the quorum requirement was not met, and decisions no. 3 and 4, which correspond to the Current Report of August 14th, 2014 are completely null and void".
     Prodplast Imobiliare has appointed CBRE România to find tenants for the spaces of the retail center and has hired Barsine Investiții for the management of the project and other related services in order to complete the investment.
     Tudor Ciurezu and Florin Pogonaru went at odds, in the beginning of this year, concerning the block of shares of 6% of BCR owned by SIF Oltenia, which is apparently affecting the other businesses where the two meet. At "Argus" Constanța (UARG), where Ciurezu and Pogonaru fought side by side against Cătălin Chelu, SIF Oltenia recently bought the actions owned by "Business Capital for Romania Opportunity Cooperatief", controlled by Austrian group Erste and businessman Florin Pogonaru. 

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