Co-ownership and concertation in the case of Comvex - ignored by ASF, DNA and DIICOT

Gheorghe Iorgoveanu
English Section / 3 aprilie

Dan Drăgoi (left) şi Viorel Panait (right)

Dan Drăgoi (left) şi Viorel Panait (right)

Versiunea în limba română

The co-ownership within the matrimonial regime of assets and, implicitly, the concertation of the wives of Dan Drăgoi and Viorel Panait with them in the case of the takeover of Comvex SA by diluting the participations of the other shareholders were not topics of interest for the Financial Supervisory Authority, for the anti-corruption prosecutors, nor for the prosecutors DIICOT who investigated that case.

Especially since, according to a document from file 27863/3/2019 before the Court of Constanţa, which on March 27, 2024, after the death of seven judges in 5 years, had the last term, and the magistrate remained in judgment for April 10, it appears that Dan Drăgoi and Viorel Panait recognize co-ownership with their wives of the shares held in Comvex SA.

It is about a letter sent to Raiffeisen Bank on November 1, 2016, in which, in the context of the negotiation of a credit agreement for Comvex SA, Viorel Panait presents the ownership structure of the share capital of the shareholders who control the company he managed as general manager and chairman of the Board of Directors. Among those considered to be part of the ownership structure, Ruxandra Ioana Nicola (wife of Viorel Panait) and Anca Mihaela Drăgoi (wife of Dan Drăgoi) also appear, about whom it is written in the document that they are owners of the social capital "under the matrimonial regime of legal community" of goods.

In other words, the document of November 1, 2016 shows that the ladies in question knew that their husbands were owners of Comvex and that they were co-owners.

What is not said in that document, or better said was omitted by the signatory Viorel Panait, is the fact that each of the two consorts of the heads of Comvex already owned, as of September 19, 2016, 40 Comvex shares, which they had bought previously. .from their husbands. That is, the respective ladies bought 40 shares of which they were in fact co-owners "under the matrimonial regime of the legal community" of goods, as it appears from the letter dated November 1, 2016 and submitted by Comvex SA to Raiffeisen Bank.

Once I have reached this point, I find myself unable to continue the story because mimicry cannot be translated into writing. When I look in the mirror I see a bulging-eyed, gaping-mouthed person and my mouth expresses astonishment.

The only statements that are missing from this puzzle are the statements of Mrs. Nicola and Mrs. Drăgoi that they did not know that their husbands sold their shares in which they were co-owners and that these shares were bought by them.

The paradoxes in the Comvex file do not stop here, they continue when we find that ASF, DNA and DIICOT did not look at this aspect, did not investigate it at all, did not take it into account, as if they did not to have existed

The wives of Drăgoi and Panait bought shares that they were co-owners of

In these conditions, exposed by the letter submitted by Comvex SA to Raiffeisen Bank on November 1, 2016, the statements provided by Viorel Panait, Ruxandra Nicola and Mihaela Drăgoi in the file instrumented by DIICOT and in the one investigated by DNA, acquire other connotations and we wonder what they actually investigated in those files by the prosecutors of the two prosecutor's offices. And above all, how did they arrive at the classification orders given in 2021 in a case where the co-owner spouses sell their shares to each other, in return, preparing the takeover of Comvex according to the maneuver described in several articles over the last 5 years in the pages of the BURSA Newspaper.

On page 5 of the Classification Ordinance issued by DIICOT on 26.11.2021 in file no. 2775/D/P/2018, the witness Viorel Panait testified on 25.02.2021: "The context in which my wife purchased a number of 40 shares will be explained personally by her. What I can specify is that the sale or purchase of shares on the capital market is carried out completely computer-independently through a mathematical algorithm, which does not allow direct interaction between the seller and the buyer".

On page 7 of the cited ordinance is recorded the statement of 25.02.2021, given by Ruxandra Nicola, Viorel Panait's wife: "I have professional training, as well as experience in the capital market, starting from 2006-2007, having active accounts and currently . The current activity at work requires and obliges me at the same time to be informed in detail about the activity of the capital markets. In this context I specify that from public sources (ed. - not from her husband with whom she was co-owner of shares?) I was aware of the intention to increase capital from the convenor of the AGM of 17.08.2016 of Comvex SA, which was published on the website of the Bucharest Stock Exchange, meaning that I decided to purchase the 40 shares in this company" .

Regarding the 40 shares purchased to enter Comvex, Anca Drăgoi, Dan's Drăgoi wife, declared on 24.02.2021 in front of the case prosecutor: "I contacted the Raiffeisen broker and gave a purchase order for the 40 shares. I found out about the issuance of shares in this company, consulting with my son ( n.ed. - not with the husband with whom he had co-ownership of the respective shares?) who is a specialist in the capital market".

Isn't the above situation a strange one, given that the two wives who had their husbands' shares in co-ownership found out from completely different sources and not from Dan Drăgoi and Viorel Panait that they had put their shares up for sale 40 shares each (which they owned in co-ownership with Anca Drăgoi, respectively Ruxandra Nicola), which they bought and over which the heads of Comvex SA have co-ownership "under the matrimonial regime of the legal community" of goods?

The Raiffeisen broker mediates a strange transaction between the co-owner spouses

Regarding the statements of Viorel Panait and Ruxandra Nicola from the DIICOT file, as we showed in the pages of the BURSA Newspaper, they are contradicted by the recording of the discussion that Mr. Panait had with the broker from Raiffeisen Bank, which we invite you to read again:

"Broker: Mr. Panait Viorel. Do you have a CNP?

Viorel Panait: ... (ed. - Viorel Panait says the CNP)

Broker: Perfect, thank you very much. Comvex: you want to sell 40 shares yourself.

Viorel Panait: Correct.

Broker: And Nicola Ruxandra - where you are authorized - wants to buy 40 shares.

Viorel Panait:< /b >That's what we want to do.

Broker:The market is 20.4 to 20.5. My suggestion is to put - because it is not a continuous market, because that is how Comvex is traded; it is done only through auctions (ed. - auction market - market with a bid) and is diluted at a given moment, I cannot do a cross (ed. - a crossing between demand and supply), on the one hand part, I wouldn't even be able to because it doesn't allow me the quotation which is 20.4 by 20.5. My suggestion is this: I place your sell order - 40 shares at 20.5 - and I will also enter the lady's buy order - also 40 shares at 20.5 - and he will execute, the lady will buy 40 shares, but will buy 27 shares from the market and the rest from your order. That is, he will buy 40, but you will not sell 40, you will sell less.

Viorel Panait:I understand. It's very good. That means a difference that stays there for a later transaction.

Broker: Of course. Your shares still remain with us, at Raiffeisen.

Viorel Panait: It's a very good idea and then on Monday we will concretize something else.

Broker: Thank you very much.

Viorel Panait:It's perfect. Thank you very much".

The highlight is that this registration was not taken into account by the DIICOT and DNA prosecutors, who also did not take into account the letter submitted by Comvex SA under the signature of the general manager Viorel Panait to Raiffeisen Bank on November 1, 2016, in which the co-ownership of the Ruxandra wives was recorded Nicola and Anca Drăgoi "under the matrimonial regime of the legal community" of assets on the shares owned by their spouses. Even ASF did not see at the time of the investigation of the case all these aspects above, which are now on the table of the judge of the Constanţa Court, who is to rule on this case on April 10.

We don't know what that magistrate will decide, nor if he will put the case back on the docket, especially after he refused to question Dan Drăgoi and Viorel Panait in court, but in light of the above, we can't help but wonder what the evidence was which the anti-corruption prosecutors and DIICOT prosecutors relied on when they issued the filing orders. That on the documents and records from Raiffeisen Bank, under no circumstances!

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