Apanova
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 ] 
Trimite părerea ta.
Nume (maxim 50 caractere)
E-mail (optional)
Titlu (maxim 50 caractere)
Mesaj
 
REGULAMENTUL MESAJELOR
Acord
Prin trimiterea opiniei ne confirmați că ați citit regulamentul de mai sus și că vă asumați prevederile sale !
Aceeasi sectiune (English Section)
FOR THE FIRST TIME AFTER THE LOSS OF 2.6 BILLION LEI OF 2014
THE NATIONAL BANK OF ROMANIA ISN'T COMMENTING, EVEN THOUGH BOTH COMMERCIAL BANKS ARE LISTED ON THE STOCK EXCHANGE
ACCORDING TO AN EUROPEAN COMMISSION DOCUMENT, SEEN BY BLOOMBERG
LAST WEEK, ROMANIA HAD THE BIGGEST IMPORTS OF NATURAL GAS IN THE LAST FIVE YEARS
Actualitate - vezi toate știrile mai jos.
Miscellanea, 17:37
Institutul de la Măgurele:
     Un angajat al Institutului Național de Cercetare Dezvoltare pentru Fizică și Inginerie Nucleară a găsit o "soluție" ieftină pentru a mina criptomoneda Monero, o alternativă la Bitcoin, informează Digi24.  click să citești tot articolul
Companii-Afaceri, 17:19
     Acționarii combinatului petrochimic Oltchim (OLT) din Râmnicu Vâlcea au aprobat în ședința de astăzi repartizarea întregului profit realizat anul trecut, în sumă de 47,73 milioane lei, pentru acoperirea parțială a pierderilor contabile din anii trecuți, se arată într-un raport al companiei, publicat pe site-ul Bursei de Valori București (BVB).  click să citești tot articolul
Miscellanea, 17:13
GERMANIA:
     Turiștii din țara noastră au depășit anul trecut pentru prima dată un milion de înnoptări în Germania (1.046.606 înnoptări), în creștere cu 18,6% față de anul 2016, iar pentru acest an estimează o creștere de 3-5%, România fiind astfel pentru Germania una din cele mai importante piețe-sursă din Europa, arată datele prezentate astăzi de Organizația Germană pentru Turism (DZT).  click să citești tot articolul
Internaţional, 16:49
     Principalii indici bursieri de pe Wall Street, SUA, au deschis ședința de tranzacționare de astăzi în depreciere.  click să citești tot articolul
Miscellanea, 16:44
Cluj-Napoca:
     Cluj-Napoca a devenit primul oraș în care prețurile apartamentelor au depășit nivelul de dinainte de criza financiară, potrivit portalului Imobiliare.ro.  click să citești tot articolul
Ediții precedente
Newsletter Facebook Twitter YouTube LinkedIn RSS
Jurnal Bursier
25.04.2018
BVB
     * Dragoș Mesaroș, Goldring: "Dacă BET reușește să construiască un suport în zona nivelului de 9.000 de puncte, există șanse importante ca indicele să continue să urce"
     
     Piața...  click să citești tot articolul
25.04.2018
BURSELE DIN LUME
     Bursele din Europa au fluctuat ieri, investitorii din regiune fiind atenți la rezultatele financiare anunțate de companii.  click să citești tot articolul
24.04.2018
BVB
     Bursa de Valori București (BVB) a avut parte de un debut de săptămână pozitiv din punctul de vedere al cotațiilor, toți indicii încheind ședința de tranzacționare de ieri în creștere.  click să citești tot articolul
24.04.2018
BURSELE DIN LUME
     Acțiunile de pe piețele din Europa au urmat un curs pozitiv în a doua parte a zilei de ieri, pe fondul unor date mixte privind economia regiunii.  click să citești tot articolul
23.04.2018
BVB
     * Fondul Proprietatea - pe primul loc în topul lichidității
     
     Piața principală a Bursei de Valori București (BVB) a avut parte, în ședința de tranzacționare de vineri, de un rulaj de doar 32,23...  click să citești tot articolul
23.04.2018
BURSELE DIN LUME
     Bursele din Europa au scăzut ușor vineri, din cauza pierderilor de pe segmentul bunurilor de larg consum, generate de rezultatele anunțate de companiile din domeniu, precum "Reckitt Benckiser...  click să citești tot articolul
Cotații Internaționale

Curs Valutar

Curs valabil din data de 25 aprilie 2018
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
TRY
USD
ZAR
BRL
CNY
INR
KRW
MXN
NZD
RSD
UAH
AED
HRK
THB
XAU
XDR
2.8872
2.3762
2.9606
3.8777
0.1826
0.6240
0.2150
4.6474
5.3147
1.4856
3.4903
0.2308
0.4800
1.1024
0.0617
0.4459
0.9335
3.8065
0.3054
1.0960
0.6024
0.0570
0.3523
0.2012
2.7010
0.0393
0.1448
1.0364
0.6263
0.1207
162.1320
5.4996
..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
20.04.2018
     * "Iliescu on trial for all the bloodshed!" was one of the powerful slogans of the University Square, as well as "Iliescu - KGB, go back to the USSR!".
     We, who had organized the marathon protest of the century, knew who Ion Iliescu was, as the rest of the Romanian people took a long time to catch on, even Brucan was wrong in his estimate that the much maligned "stupid people" would take two decades to "awake".  click here to read the entire article
16.04.2018
     * - The Syrian gas attack did not exist, the American missiles were brought down, then where are the dead coming from?!
     * - It is enough to tell Syrians that they are attacked and killing each other?
     Friday, Syria was attacked by war attacks, in which a warship of the United Nations which operate in the Red Sea (according to the American officials), American B-1 bombers, four British Royal Tornado GR4 aircraft (which fired Storm Shadow missiles) and French Rafale jets.  click here to read the entire article
12.04.2018
     New Delhi, March 4th, 2017 - I am in the garden of the Royal Plaza hotel, sitting next to the table of a group of Indians, probably Hindus, two women in colorful saris and two men, all of them in their fifties. They are checking me out, I catch them doing it a few times. A Romanian manea, with heavy Indian influences starts playing from the speakers, I am surprised, I start laughing.  click here to read the entire article
02.04.2018
FOR THE FIRST TIME AFTER THE LOSS OF 2.6 BILLION LEI OF 2014
     The Romanian Commercial Bank (BCR) has proposed to shareholders the distribution of dividends of 228.12 million lei, out of the profit of 570 million lei, for last year, this being the first year with such an item on the agenda of the General Shareholder Meeting, after the huge loss of 2014, of 2.6 billion lei, caused by the high provisions and the sale of non-performing loans.  click here to read the entire article
30.03.2018
     The website of the National Bank of Romania still includes the statement that its monetary policy strategy is the direct targeting of inflation.  click here to read the entire article
28.03.2018
     No investor has expressed interest in the privatization of the "Sanevit 2003" disposable syringes factory of Arad, as part of the last procedure initiated by the Ministry of the Economy, which took over the company in 2012 to save ut from bankruptcy, but since then, several attempts at privatization have failed, and since 2013 the plant hasn't manufactured anything, according to News.ro.  click here to read the entire article
27.03.2018
ALEXANDRU BOTEZ, ELECTRICA SHAREHOLDER:
     * The Ministry of Energy has requested the election of a new Board of Directors, even though the current management was elected in October, for a four-year term
     * The company's directors are entitled to compensation in the event of their unjustified dismissal
     * Challenges in court concerning the prior elections would remain groundless
       The proposal of the Ministry of Energy that the shareholders of Electrica (EL) decide, in the General Shareholder Meeting of April 27th, the election of the members of the Board of Directors, through the cumulative vote method, for a term of four years, even though the current directors were elected in October 2017, also for four years, has caused discontent among some shareholders.  click here to read the entire article
22.03.2018
     "The markets are turning into the markets' greatest enemy", wrote an analyst of Goldman Sachs in a note addressed to its customers, according to an article by Bloomberg, and the jump in the VIX volatility index last month "is a symptom of the financial fragility".  click here to read the entire article
19.03.2018
AS SHAREHOLDER,
     * The president of the Association of Brokers has taken the matter to the County Court of Cluj, to address the capital reduction of 2014 and the subsequent decisions of the company
     * Liviu Stoleru, CEO of Cemacon, told us on Thursday, that "no notification has been received from the company concerning such a topic"
     * The case was recorded on Friday, with the County Court of Cluj
     * BCR sold to BOF for 2 Euros the non-performing loans of 16.5 million Euros of "Cemacon" and "Ambient"
       * UPDATE 15.45 "Cemacon" confirms the lawsuit brought by Dan Paul
     "Cemacon" today sent the Bucharest Stock Exchange, a report whereby it confirms the existence of the lawsuit brought by Dan Paul, the president of the Association of Brokers. However, the officials of the company wrote that they have no details about the case.
     -------
     Dan Paul, the president of the Association of Brokers, has sued "Cemacon" (CEON), acting as shareholder, seeking the annulment of the shareholders' decision of March 24th, 2014, concerning the reduction of the share capital and of the subsequent acts, according to a notification seen by "BURSA".  click here to read the entire article
15.03.2018
THE NATIONAL BANK OF ROMANIA ISN'T COMMENTING, EVEN THOUGH BOTH COMMERCIAL BANKS ARE LISTED ON THE STOCK EXCHANGE
     The National Bank of Romania (BNR) has blocked the acquisition of Banca Românească by OTP Bank România, according to information which appeared yesterday in the Romanian press, as well as on some foreign websites. Thus, the NBR hasn't issued an opinion on the transaction, even though the time by which it should have done so expired since back in autumn last year.  click here to read the entire article
14.03.2018
RAINER SEELE, OMV:
     * OMV has a budget of 10 billion Euros for takeovers, until 2025 and it is targeting the markets in the Middle East and Asia Pacific
     * Manfred Leitner: "It is unknown how the BRUA pipeline will be implemented, but I don't think that all the gas volumes of the Black Sea that get exported will only go to the West"
       OMV wants to reduce its dependence on the European market, between 2020-2025, and will focus on acquisitions in the Middle East and Asia Pacific, according to CEO Rainer Seele.  click here to read the entire article
07.03.2018
ACCORDING TO AN EUROPEAN COMMISSION DOCUMENT, SEEN BY BLOOMBERG
     The European Union (EU) intends to apply tariffs for imports of 2.8 billion Euros (3.5 billion dollars) in the US, from T-shirts and bourbon, to motorbikes, if American president Donald Trump continues its plan to impose 25% tariffs for foreign steel acquisitions, according to Bloomberg.  click here to read the entire article
06.03.2018
     * The EU, which is preparing retaliatory tariffs of its own against the US, is carrying out talks with the countries that will be affected by the taxes proposed by the Americans: Japan, Canada, Brazil and Turkey
     * German economy minister: "President Trump wants to play a game that no one can win"
       One of the top advisors to US president Donald Trump has recently announced that the US will not make any exception from the application of tariffs set on imported steel and aluminum, even if the EU is preparing reprisals, according to ft.com.  click here to read the entire article
05.03.2018
LAST WEEK, ROMANIA HAD THE BIGGEST IMPORTS OF NATURAL GAS IN THE LAST FIVE YEARS
     * In Europe, the cold weather has led to a significant rise in the price of natural gas
       Last week, Romania imported about one third of the daily natural gas consumption to get it through the cold winter period, these being the biggest daily imports of natural gas in the last five years, according to some sources from the energy sector, quoted by Agerpres.  click here to read the entire article
02.03.2018
A POSSIBLE CONTRACT FOR THE SPARE PARTS NEEDED BY PATRIOT MISSILES
     * Aurel Cazacu: "The American partners are trying to cooperate, even if they do not have the obligation to offset, and Aerostar is the best plant in Romania"
     * A rise of over 40% for the Aerostar shares over the last year
       Shares of "Aerostar" Bacău (ARS) yesterday rose 6.5%, to 5.24 lei/share, taking the company's valuation to an all time high - 797.93 million lei, after American company Raytheon announced that it has requested a quote from ARS, to get more information about the parts that might be manufactured in Bacău for the Patriot radar, which is part of the Patriot missile system.  click here to read the entire article
.