The Mangalia Shipyard - blocked by the lack of decisions from the Ministry of Economy

George Marinescu
English Section / 9 aprilie

The Mangalia Shipyard - blocked by the lack of decisions from the Ministry of Economy

Versiunea în limba română

Damen Holding BV notifies the Romanian state on August 4, 2023 that it is withdrawing from the Mangalia Naval Shipyard Since then and until now, monthly AGA meetings have been convened, but the state representatives, through the company STNM 2 Mai, have blocked the taking of any decision Because of this , the shipyard has not approved the budget execution for the year 2023 nor the budget for the year 2024, which prevents the management team from concluding contracts that would bring 300 million euros into the company's treasury However, there are periods when STNM 2 Mai shares on the market AeRO increases its value, instead of continuing the drastic decrease started last summer The next AGA meeting is scheduled for April 29

The Mangalia Naval Shipyard (DSMa) is in a difficult economic situation after last year, in August, the partners from Damen Holding BV notified the Romanian state that they were withdrawing from the agreement concluded regarding their involvement in that company, and after in the last six months, the representatives of MEAT in the General Meeting of Shareholders and in the Board of Directors refused any proposal from the management team, disagreeing with the budget execution for the past year, nor with the draft budget drawn up for the current year.

Since the notification received from Damen, seven General Shareholders' Meetings have been convened at the Mangalia Shipyard, and at the last 6 nothing was approved because the representatives of the 2 Mai Mangalia Shipyard, a company through which the state owns, through MEAT, 51% of the shares of The Mangalia Naval Shipyard (DSMa), blocked the taking of any decision.

Failure to approve the budget execution and the draft budget by this date - the next AGA has been called for April 29, before Easter - has serious economic consequences for DSMa, as long as the management team cannot obtain - in the light of the lack of budget - the bank guarantees necessary for the conclusion of service contracts. Sources from the DSMa union stated for the BURSA newspaper that in this case it would be about contracts that would bring almost 300 million euros to the budget of the construction site, a vital amount for the respective economic operator. And yet the state opposes, and the directors cannot resign because MEAT representatives from the STN 2 Mai threaten them with holding the administrators liable in the event of insolvency.

Under these conditions, the employees' representatives claim that, if the budget is not approved even on April 29, it is possible to enter insolvency, especially since Damen has opened an international arbitration procedure in Paris in which it asks the partners from STN 2 Mai to pay damages of 500 million euros, and the insolvency will lead to the dismissal of most of the 1,500 employees on the port platform, among them many families (husband and wife) who would be left without a job and without income.

Laurenţiu Gobeajă, the president of the Free Navalist Union, told us: "Right now negotiations are underway with potential clients for future projects that would start in 2025 or at the earliest at the end of 2024. In the Official Gazette there was the convening of the AGM for 11 March; there were convocations every month for eight months, but no decision was made, as was not made on March 11. A new AGM is convened for April 29 with the same agenda as the previous ones. From what I have heard, the problems arose because of the change in legislation. In the previous period, the construction site's budget was approved by joint order of the three ministries: Economy, Finance and Justice. Unfortunately, now the situation is a bit more complicated, because the approval of the budget also means an approval of the budget execution, since the new budget also includes the losses. Damen requested approximately 500 million euros, but of this amount only a part represents the site's debts to that company, the rest being penalties for delay and image damage. Unfortunately, no consensus was reached between the two shareholder partners and the dispute will be clarified at the Paris Court of Arbitration.

In terms of staff, no layoffs take place until we receive written notice. I understand that the directors want to find solutions so that very few employees leave. Besides, several dozen employees are currently working temporarily at the shipyard in Tulcea, and over 100 employees will work on the maintenance projects of the ships belonging to the Romanian Naval Forces".

STN 2 Mai Mangalia, the ghost on the AeRO market

The Mangalia Naval Shipyard is owned in co-ownership - as we showed in the BURSA newspaper - by the Romanian state, through the Ministry of Economy, Entrepreneurship and Tourism, which, through a company listed on the Bucharest Stock Exchange, on the AeRO market, owns 51% of the shares , and by the Dutch company Damen, which has the remaining 49% from actions. The company through which MEAT owns the majority of the share capital of Mangalia Naval Shipyard is called... Şantierul Naval 2 Mai SA Mangalia, symbol STNM, where the share price fluctuates between 9.8 lei (what a share was worth a year ago) and 4 .8 lei as much as it was yesterday, with small fluctuations, such as that recorded last week, when the value of a share was traded for 5.25 lei, or two weeks ago when the value was 5.9 lei. According to the information on the BVB website, if in the last 12 months, the value of a share in STNM decreased by 51.02% (probably due to Damen's announcement made in August 2023 that it is withdrawing from the Mangalia Shipyard), from beginning of 2024, the value of a share on May 2 increased by 2.13%.

This, given that we are talking about a company with 6,672,645 shares in which MEAT has 93.8878% of the share capital, 5.9035% belongs to natural persons, and the remaining 0.2087% belongs to legal persons.

The state holding at STNM 2 Mai is a skeeze-out holding. MEAT, with more than 93% of the shares, is entitled according to the law to trigger a skeeze-out operation, to exclude the rest of the shareholders in that company, an operation which apparently does not suit the state representatives. Why? Because having this ballast of over 6%, they can manipulate the company's capital and the share price through insignificant transactions, an operation that we have seen before in the case of SIF Imobiliare.

Thus, if we take into account the transactions registered ten days ago, we find that the total value of the 6,672,645 shares increased on paper from 32,962,866.3 lei to 35,031,386.25 lei, that is, an additional difference of 2,068,519.95 lei (approximately 400,000 euros) made with the trading of a few tens or hundreds of shares.

Who are the natural and legal shareholders of STN 2 Mai?

Is there any rumor that the state wants to sell this company? Not yet. If it happens, we could talk about an ordinary speculation, as long as the other shareholders - individuals and legal entities - are not known. It is possible that among those natural persons there are former high-ranking officials from MEAT or other ministries or perhaps from the intelligence services.

Their actions, according to the market manipulation of the net asset value carried out at certain time intervals that are projected in their holdings, lead to an increase between 20,000 and 30,000 euros.

Under these conditions, two questions arise. Why do the state representatives not approve the budget execution for 2023 and the budget project for 2024 for the Mangalia Naval Shipyard? Why did the shares go up in value, what's the point? That we are talking about an unjustified increase in the case of STNM 2 Mai.

On the one hand, they have some shareholders who in real terms reduce the value of the holding (the Romanian state, through its actions at the Mangalia Naval Shipyard, indirectly reduces the value of STNM 2 Mai's patrimony), and on the other hand, someone is acting to increase the value of the shares in the market, all this situation being a shear movement.

The reality turns from sad to sadder, and the big picture from cheerful to cheerful.

Unfortunately, we do not know if among the holders of STNM 2 Mai shares there are other state companies or other natural persons involved in MEAT or who are the real holders of the shares. If the same people are blocking decision-making at the Mangalia Shipyard and the same people are selling shares at STNM 2 Mai, then they must have a plan. In reality, the value of the shares at STNM 2 Mai would have been normal to continue its fall that started last year, as long as they block the activity of the Mangalia Naval Shipyard, but we see that it is happening the other way around. Then we wonder if these shareholders who own more than 6% of STNM 2 Mai are in concert and their action is coordinated by the state representatives or the fault lies elsewhere.

If they are not concerted, but act differently, individually, then we can suspect those who increased the price of shares at STNM 2 Mai and those who block the decisions at the Mangalia Naval Shipyard of acting against Romania's interests and against the national economy.

If this is happening at the Mangalia Naval Shipyard and STNM 2 Mai, we wonder what is happening at the macro level, at all the other companies in the MEAT portfolio.

We wanted to find out what the Ministry of Economy and the Ministry of Finance have to say about the above situation and about the mandate held by the state representatives at the general shareholders' meetings of the last eight months at the Mangalia Naval Shipyard (DSMa). Unfortunately, we did not receive any response, until the closing of the edition, to the addresses sent to the two ministries.

We also asked the people from Damen what is happening in Mangalia and what the international arbitration courts requested in Paris, but Rick van de Weg, the representative of the Dutch company, told us that at the moment Damen Group has no information to communicate.

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