CONFERINȚA "Viitorul pieței de capital românești" - Ediția a VI-a
THE WAR BETWEEN CIUREZU AND POGONARU CONTINUES AT PRODPLAST IMOBILIARE
BURSA 19.08.2014

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
 
mărește imaginea
     *  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. 
 

 
Readers' comments    [ add a comment ] 
Aceeasi sectiune (English Section)
PSD LEADERS HAVE APPROVED THE CREATION OF A COMMISSION TO INVESTIGATE THE ANRE
THE MISSION OF BSE PRESIDENT LUCIAN ANGHEL
FINANCE MINISTRY ONCE AGAIN CONFIRMS WHAT BURSA HAS REPORTED BEFORE:
THE ONLY CANDIDATE FOR THE BOARD OF THE EXCHANGE, IN THE GENERAL SHAREHOLDER MEETING OF SEPTEMBER 14TH
ENERGY MINISTRY WANTS TO UPDATE THE ENERGY STRATEGY, BY MID-OCTOBER
Actualitate - vezi toate știrile mai jos.
Piaţa de Capital, 19:44
     Raport tranzacționare ATS 25.09.2017  detalii
Piaţa de Capital, 19:42
     Raport tranzacționare BVB 25.09.2017  detalii
Companii-Afaceri, 19:28
FPTR:
     Prim-vicepreședintele executiv al Federației Patronatelor din Turismul Românesc (FPTR), Dragoș Răducan, susține că anul viitor tarifele de cazare pe litoral ar putea crește cu cel mult 5 la sută în vârf de sezon, în timp ce prețurile pentru capetele de sezon ar putea rămâne nemodificate.  detalii
Politică, 19:19
     Ministrul pentru Mediul de Afaceri, Comerț și Antreprenoriat, Ilan Laufer, însoțit de ambasadorul României în Statul Qatar, Cristian Tudor și de consilierul economic la Doha, s-a întâlnit cu liderii a două dintre cele mai mari grupuri de firme din Qatar: CEO-ul Power International Holding, Moutaz Al-Khayyat și președintele Al-Faisal Holding, Shaikh Faisal bin Qasim Al-Thani, care deține și funcția de președinte al Consiliului Oamenilor de Afaceri Qatarezi.  detalii
Piaţa de Capital, 19:01
     Principalii indici de pe Bursa de Valori București (BVB) au închis în apreciere ședința de tranzacționare de astăzi.  detalii
Ediții precedente
Newsletter Facebook Twitter YouTube LinkedIn RSS
Jurnal Bursier
25.09.2017
BVB
     * Acțiunile "Fondul Proprietatea" au scăzut cu 1,41%
       Ședința de tranzacționare de vineri a ieșit în evidență prin scăderea tuturor indicilor Bursei de Valori București (BVB), BET coborând cu 0,48%, aceasta fiind cea de-a șaptea ședință consecutivă în...  detalii
25.09.2017
BURSELE DIN LUME
     Bursele europene au urmat un curs mixt vineri, în urma unui discurs al premierului britanic Theresa May privind ieșirea țării sale din UE.  detalii
22.09.2017
BVB
     * Piața, dominată de raportarea tranzacției prin care FP a vândut 2,56% din SNP și de listarea obligațiunilor IIB
     * "SIF Banat-Crișana" și-a răscumpărat aproape 540.000 din acțiuni,...  detalii
22.09.2017
BURSELE DIN LUME
     Bursele europene au urmat un curs pozitiv ieri, sectorul bancar fiind în ascensiune după ce Federal Reserve (Fed) din SUA a indicat, în ziua precedentă, că va continua să majoreze costul...  detalii
21.09.2017
BVB
     * Titlurile "OMV Petrom" s-au depreciat cu 2,4%, după anunțul "Fondului Proprietatea" privind derularea unei oferte de vânzare accelerată pentru cel puțin 2,56% din SNP
       Piața principală a Bursei de Valori București (BVB) a înregistrat, în ședința de tranzacționare de ieri, o lichiditate de 36,5 milioane de lei, sub media zilnică a acestui an (47,1 milioane lei),...  detalii
21.09.2017
BURSELE DIN LUME / INVESTITORI ATENȚI LA POLITICA MONETARĂ A SUA
     Acțiunile tranzacționate la bursele din Europa au fluctuat ieri, investitorii așteptând decizia de după reuniunea de politică monetară a Federal Reserve (Fed) din SUA, desfășurată în zilele de...  detalii
Cotații Internaționale

Prognoza Meteo
Vezi harta temperaturilor
harta temperaturilor
     25.09.2017 
     Prognoza pentru România
     Valorile termice vor fi ușor mai ridicate decât cele din ziua precedentă în majoritatea zonelor și se vor situa în toată țara în jurul celor normale pentru ultima decadă a lunii septembrie. Cerul va fi temporar noros și va ploua local în sud-vest și în zona de munte și pe arii restrânse în rest. Vântul va sufla slab și moderat, cu unele intensificări în sudul Banatului și al Moldovei, în Dobrogea și în Bărăgan, precum și la munte. Temperaturile maxime se vor încadra între 17 și 25 de grade, iar cele minime între 6...7 grade în depresiunile Carpaților Orientali și 17...18 grade pe litoral. Dimineața și noaptea, pe spații mici, va fi ceață.
     Prognoza pentru București
     Valorile termice se vor menține apropiate de cele obișnuite în această perioadă din an. Cerul va fi temporar noros, dar condițiile de ploaie vor fi reduse. Vântul va sufla în general moderat. Temperatura maximă va fi de 22...23 de grade, iar cea minimă de 13...14 grade.
      
Curs Valutar

Curs valabil din data de 25 septembrie 2017
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 sărbesc...
1 Hryvna ucraineană...
1 Dirham emirate arabe...
1 Kuna croată...
1 Bahtul thailandez...
1 Gram aur...
1 DST...
AUD
BGN
CAD
CHF
CZK
DKK
EGP
EUR
GBP
HUF
JPY
MDL
NOK
PLN
RUB
SEK
TRL
USD
ZAR
BRL
CNY
INR
KRW
MXN
NZD
RSD
UAH
AED
HRK
THB
XAU
XDR
3,0783
2,3502
3,1374
3,9747
0,1766
0,6178
0,2188
4,5965
5,2337
1,4807
3,4515
0,2175
0,4942
1,0767
0,0675
0,4818
1,0992
3,8670
0,2914
1,2374
0,5840
0,0595
0,3417
0,2173
2,8148
0,0385
0,1467
1,0528
0,6142
0,1168
161,0893
5,4848
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
..Lei
click aici pentru cursurile pieței valutare - istoric
English Section
21.09.2017
ANDRE CAPPON, CBM GROUP:
     Andre Cappon, the president of the CBM, Inc. group of New York, comes with a different perspective on the future development of the Bucharest Stock Exchange than that of the current management of...  details
19.09.2017
     * Anghel continues to act illegally and puts Sobolewski on the list, even though he didn't submit his candidacy
       Three candidates have been included in the race for the CEO seat of the Bucharest Stoch Exchange (BVB), during the internal selection process initiated by the Board of Directors, namely, Paul...  details
13.09.2017
PSD LEADERS HAVE APPROVED THE CREATION OF A COMMISSION TO INVESTIGATE THE ANRE
     * Elections at the ANRE this autumn
       Social Democrat leaders have approved the request of PM Mihai Tudose to set up an investigation commission which would audit the activity of the National Authority for the Regulation of the Energy...  details
12.09.2017
THE MISSION OF BSE PRESIDENT LUCIAN ANGHEL
     * The press release about the results of the BSE has omitted mentioning the IPO of Nuclearelectrica
     * Even though it quotes PwC, the data posted by the BSE differs from that of the consulting firm
       In a promotional campaign that isn't justified by reality in any way, the Bucharest Stock Exchange (BVB) is being maneuvered by its president Lucian Anghel into posting wacky press releases...  details
11.09.2017
THE CONTRACT INCLUDES A NON-COMPETE CLAUSE
     Even though the Bucharest Stock Exchange has announced it is looking for a CEO, it is likely that Ludwik Sobolewski will remain on the payroll of the BSE for two more years, because his contract...  details
11.09.2017
FINANCE MINISTRY ONCE AGAIN CONFIRMS WHAT BURSA HAS REPORTED BEFORE:
     Hundreds of millions of Euros have gone from our banks to tax havens, Minister of Public Finance Ionuț Mișa states, in an interview with a financial newspaper. The official thus confirms what BURSA...  details
07.09.2017
     * "I hope that the government won't use the new fiscal regime of royalties as an intimidation tool against hydrocarbon producers"
     * Interview with PNL Lucian Bode, former minister of the economy
       Reporter: What is your opinion on the decision of the authorities to once again change the Energy Strategy?
     Lucian Bode: To me, the unreliability of the current government is...  details
05.09.2017
THE ONLY CANDIDATE FOR THE BOARD OF THE EXCHANGE, IN THE GENERAL SHAREHOLDER MEETING OF SEPTEMBER 14TH
     * Mr. Hanga hopes for a constructive approach and aimed at the future, and at the development of the BSE
       Radu Hanga, senior advisor for the Board of Directors of Banca Transilvania, is the only candidate proposed to fill out the Board of the Bucharest Stock Exchange, after the death of Cristian Micu,...  details
05.09.2017
ENERGY MINISTRY WANTS TO UPDATE THE ENERGY STRATEGY, BY MID-OCTOBER
     * State secretary Andrei Maioreanu: "The updating of the Strategy was necessary, because the existing draft was predominantly focused on the objectives expressed by the EU and less on the objectives of the Romanian energy system"
     * Ion Lungu: "Each government devises a new strategy"
       The amendment of the Energy Strategy in one month is a bad joke, says Jack Cutișteanu, CEO of Petprod, reacting to the announcement made by the representatives of the Ministry of Energy, according...  details
30.08.2017
ISAR, ABOUT THE CONSTANT INCREASE OF THE EURO:
     * Senator Daniel Zamfir wants to call Mugur Isărescu in for hearings, next week
     * Isar: "The opening of the parliamentary session involves multiple negotiations"
     * The leu has weakened to 4.5985 lei against the Euro
       The leu yesterday weakened again, reaching the level of 4.5985 lei against the Euro, after on Monday it was quoted at 4.5958 lei.  details
29.08.2017
     * Dochia: "The pension fund management firms will close down on their own if the fee gets eliminated"
     * Aurelian Dochia: "The government's communication is a permanent blunder, and the result is that nobody is interested anymore in what the authorities are saying"
     * PFP: "The current government, starting with its own prime-minister, is characterized by a ferocious economic illiteracy"
       The 2nd pension pillar continues to be the focus of politicians, who come out with conflicting statements on the matter. After last week, PM Mihai Tudose and deputy prime-minister Marcel have...  details
25.08.2017
THE BSE CRISIS
     The embarrassing situation generated at the Bucharest Stock Exchange (BSE) by its former CEO Ludwik Sobolewski, who, with the complicity of BSE president Lucian Anghel, has tried, against the will...  details
24.08.2017
IF THE CONTRIBUTION IS REDUCED
     * "If the state pension system is the only one that gets kept, eventually the state may be unable to pay the pensions", says Dochia
       The 2nd pension pillar is once again grabs the attention of the public, after information from sources surfaced yesterday that the Ministry of Public Finances intends to cut by half the...  details
23.08.2017
     Ludwik Sobolewski announced, on Monday night, that he has decided not to exercise his mandate as CEO of the Bucharest Stock Exchange, "even though he could", invoking an alleged difference...  details
22.08.2017
     We are left with one expression - "You've stooped to Sobolewski's level?!" - because the former CEO of the BSE has become a proverbial figure through his unprecedented scandal which...  details
.