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Lion Capital's acquisition of the shares held by Slovenian investors in Fondul Proprietatea is not only the transaction through which the company led by Bogdan Drăgoi becomes the largest shareholder of FP, but is also the penultimate step of a takeover operation - which the BURSA newspaper wrote about seven months ago - methodically built, percentage by percentage and vote by vote, the culmination of which could come with the appointment of the future administrator.
If SAI Muntenia Invest, a company controlled by Lion Capital, obtains the mandate to manage Fondul Proprietatea, the group led by Bogdan Drăgoi could end up dominating FP from the position of the strongest shareholder and through the company installed in the effective management of the fund.
The 218 million FP shares sold by the Slovenian funds Axor Holding, Equinox and Intus Invest, together with Matej Rigelnik, represent approximately 6.8% of the capital of Fondul Proprietatea. The package was transferred through five transactions carried out on the "deal" market, at the price of 0.6 lei per share, the total value rising to approximately 130.8 million lei. The respective shares were acquired by Lion Capital, which leads to a radical change in the power equation within FP: Lion Capital, which already held approximately 11.3% of the capital, would end up controlling directly a stake of over 18%, becoming, detached, the largest shareholder of Fondul Proprietatea. In fact, FP announced yesterday afternoon, through a press release published on the BVB website, that Lion Capital had sent a notification showing that, following Tuesday's transaction, it had exceeded the threshold of 15% of the total voting rights. According to the cited source, the company led by Bogdan Drăgoi currently holds 578,865,547 voting rights, representing 18.085% of the total voting rights.
In a company with a dispersed shareholder base, such a stake is worth much more than simple arithmetic indicates. You don't need 50% plus one to control the direction of a general meeting where participation is often much lower. A block of over 18% can become decisive, especially when supported by conjunctural alliances, absenteeism of small investors or votes from institutional shareholders. In the case of FP, this force could be amplified by the relationship that Lion Capital has had since the beginning of this year with the Ministry of Finance, the holder of approximately 11.6% of the capital and an even greater share of voting rights. Together, the two camps could control, under certain quorum conditions, the fate of almost any major decision.
• From 0% to almost 18% of FP shares, in just 10 months
The exit of the Slovenians is therefore not a simple stock market episode or a common portfolio reshuffle. It removes from the shareholders one of the most consistent blocks that in the past opposed the change in the balance of power at Fondul Proprietatea and transfers this very package to the area of the actor who rapidly accumulated FP shares, voted alongside the state at decisive moments and now proposes its own administrator. The buyer does not take over only 6.8% of the capital. It takes over votes, influence and the possibility of transforming a strong position into a dominant one.
Lion Capital's rise to Fondul Proprietatea occurred in an astonishingly short period of time. On September 30, 2025, the company did not have any FP shares. A few months later it already held 2.38%, after purchasing over 76 million shares.
A public offering followed, through which it aimed to buy a package of almost 6%, at a price of 0.68 lei per share. The offer attracted about half of the targeted amount, but allowed Lion Capital to reach about 5.3% of the capital. Subsequently, the accumulations continued, including by taking over a significant package from Andrei Octav Moise and people close to him. In March, Lion Capital had already reached 10.55% of the voting rights, and this summer its stake rose to 11.3% of the capital.
Now, with the disappearance of the Slovenian bloc and the transfer of the 218 million shares to a buyer Lion Capital, the accumulation enters a completely different stage. Bogdan Drăgoi is no longer just the leader of a fund trying to gain influence at FP. He becomes the center of gravity of the shareholders, and this position can give him the necessary strength for the last and most important move: imposing SAI Muntenia Invest as the administrator of Fondul Proprietatea.
Here lies the real stake. A major shareholder can influence strategic decisions, form majorities and block proposals. The manager, however, is at the very heart of the fund's operations. He manages the portfolio, prepares the strategy, negotiates transactions, formulates proposals and manages the relationship with the remaining valuable holdings in the FP assets. These include strategic companies such as Aeroporturi Bucureşti, Portul Constanţa and Salrom, that is, precisely companies around which the interests of the state, the market and the Proprietatea Fund investors may conflict.
• SAI Muntenia Invest, owned by Lion Capital
SAI Muntenia Invest is not an independent candidate from Lion Capital. The company is owned by Lion Capital and manages Longshield Investment Group, the former SIF Muntenia. If it receives the FP mandate for the period April 1, 2027-April 1, 2031, the largest shareholder of Fondul Proprietatea would also end up controlling the company that manages its assets. From a formal point of view, the selection procedure may remain competitive and may respect all approved stages. From the point of view of effective power, however, the concentration would be difficult to ignore.
The moment is all the more sensitive as FP shareholders are to decide on the administrator in the General Meeting on September 29. The current administrator Franklin Templeton International Services, SAI Muntenia Invest and INVL Asset Management are in the running.
Franklin Templeton has been managing Fondul Proprietatea since September 2010, but his term was extended this year by only 12 months, after the proposal for a new four-year term was rejected by the votes of the Ministry of Finance and Lion Capital. The same voting coalition also supported other major changes, including the rejection of the buyback program and the dismissal of some members of the Board of Representatives.
The sequence of events outlines a power strategy, even if each stage, viewed separately, can be presented as a legitimate market operation. Lion Capital began buying FP shares, then launched a public offering and took over additional packages outside of it. It voted alongside the Ministry of Finance against a four-year term for Franklin Templeton and consolidated its influence in the general meetings. The company it controls has submitted its candidacy for the management of FP. Now, a 6.8% stake, held by investors who had challenged the direction of the fund's governance until Tuesday, has arrived in the Lion Capital area. Taken together, these moves no longer resemble a simple financial investment, but the systematic preparation of the ground for the takeover of Fondul Proprietatea.
There is also an irony that says a lot about the transformation of power relations. The Slovenian investors had requested the distribution of dividends twice, but their proposals were rejected. After the Ministry of Finance obtained the reopening of the period for submitting letters of intent for selecting the administrator, Lion Capital came up with its own dividend request, proposing the distribution of 0.046 lei per share, i.e. approximately 135.6 million lei. The move can be interpreted as a signal that the alignment between Lion Capital and the Ministry of Finance no longer works automatically or that Bogdan Drăgoi is calibrating his position for the decisive stage of the confrontation.
The dividend proposal also has an obvious tactical dimension. In view of the AGM on September 29, the promise of a cash distribution may be attractive to investors who have witnessed the repeated rejection of dividends and the deepening discount between FP's stock price and net asset value. Lion Capital can thus present itself not only as the shareholder who has accumulated the largest stake, but also as a supporter of immediate shareholder compensation. Behind this gesture, however, remains the essential question: is the dividend a sustainable policy in the interest of all investors or a tool to consolidate support before the vote for the administrator?
Fondul Proprietatea was built as a separate vehicle on the Romanian market. Created to compensate people whose properties were confiscated by the communist regime, FP became, under the management of Franklin Templeton, a benchmark for transparency, corporate discipline and pressure for the professionalization of state-owned companies. It distributed huge sums to shareholders, carried out extensive buyback programs and brought Hidroelectrica to the stock exchange, carrying out the largest initial public offering in the history of the Romanian market. It is precisely this identity that is being questioned today.
A possible installation of SAI Muntenia Invest would mark a paradigm shift. Fondul Proprietatea risks moving from the model of an independent international administration to one dominated by the architecture of the former SIFs, entities criticized over the years for their difficult-to-decipher structures, cross-shareholdings, persistent discounts and tense relationship with minority investors. The question of whether FP could become a "SIF 6” is no longer just a polemical formula. It expresses the fear that the fund could lose the governance standards that differentiated it and could be absorbed into a system in which control is exercised through large accumulations rallies, voting alliances and interconnected entities.
• Too many coincidences
There is, at this point, no evidence of a violation of the law or a secret agreement to take over FP. The acquisition of shares is legal, the formation of majorities in the AGM is legitimate, and SAI Muntenia Invest has the right to run. But the legality of each piece does not eliminate the obligation to look at the big picture. In less than a year, Lion Capital has gone from zero shares to the position of possibly the largest shareholder of Fondul Proprietatea. In the same period, it contributed to blocking the four-year mandate of the current administrator, introduced its own company in the race for administration and benefited from transactions that decisively increased its voting power. Rarely does one encounter such a rapid accumulation and such favorable synchronization on the Romanian market.
Therefore, the transaction with the Slovenian shares should not be read only in terms of the 130.8 million lei transferred or the 4.61% discount compared to the regular market price. Its true value is political and strategic. The purchased package can definitively tip the balance in the AGM, neutralize the opposition of minority shareholders and transform the SAI Muntenia Invest candidacy from an option on the list into the favorite of a competition whose outcome could be decided even by the shareholder who controls the candidate.
The penultimate step thus seems to have been taken. Lion Capital is become the largest shareholder of Fondul Proprietatea, after an ascent that compressed into a single year what, normally, would have required a long-term construction. The last step will be the vote for the administrator. If SAI Muntenia Invest wins the mandate, Bogdan Drăgoi will no longer look at FP from the outside, as the leader of an influential shareholder. His group will simultaneously occupy the dominant position in the shareholding and the command center of the management.
At that moment, the takeover of Fondul Proprietatea will no longer be a journalistic hypothesis or a scenario discussed among investors. It will be almost effective, perfectly possible through market instruments and through the formal mechanisms of corporate governance. And the decisive question will no longer be whether Lion Capital can get its hands on FP, but what will remain of Fondul Proprietatea after this operation is carried out to the end.
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