A DIFFERENCE OF NUANCE AT SIF "MUNTENIA" The first option of the shareholders of SIF2 in the case of BCR: taking the bank public

ŞTEFANIA CIOCÎRLAN (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 26 septembrie 2011

The shareholders of SIF "Moldova" are interested first and foremost in the listing of BCR, whereas other alternatives, such as selling their shares or exchanging them for shares of Erste Bank, represent more of a "plan B" for them, as shown by their decisions in the Ordinary General Shareholder Meeting, which was held on Saturday: they have empowered the Board of Directors to demand that Erste and BCR begin the process for listing BCR on the Bucharest Stock Exchange.

The members of the Board of Directors of SIF2 have also been empowered to request the convening of a General Shareholder Meeting of BCR, which would have on the agenda the listing of the bank on the Bucharest Stock Exchange, in which the shareholders would vote in favor of this proposal.

The Board of Director of SIF2 has also been empowered to negotiate other solutions for liquidizing the shares of BCR, if the listing weren"t possible due to reasons outside of the control of SIF2.

The decisions of SIF2 are different from the ones made by SIF "Muntenia", where, on Thursday, the shareholders only mentioned the listing of BCR as a way to escape the deadlock, if the negotiations with Erste aren"t completed, through "another method of liquidating the stake of the company in BCR" (meaning that in exchange for the shares it owns in BCR, SIF4 would receive cash and shares of EBS).

Contrarily to the shareholders of SIF2, those of SIF4 have agreed that they would only demand the listing of BCR if the negotiations weren"t finished by October 13th.

As the interest in having the bank listed seems to be waning from one day to the next, on Friday, at the General Shareholder Meeting of SIF "Oltenia", the shareholders have rejected the items on the agenda which concerned the beginning of the steps for taking BCR public and have empowered the management of the SIF to negotiate with "Erste" alternative ways of liquidizing the shares of BCR. The alternatives being considered by the management of the SIF for the stake it owns in BCR are: the partial sale of the shares to "Erste", the participation of SIF "Oltenia" with a contribution in kind represented by the shares of BCR, in the share capital increase of "Erste", or the conversion of the BCR shares into Erste Bank shares (EBS).

The General Shareholder Meeting of SIF "Transilvania" is scheduled for October 31st. The agenda includes the approval of the sale of company"s BCR shares to Erste, in exchange for cash and Erste Bank shares, and empowering the Board of Directors to complete the deal.

According to the convening notice, if the shareholders do not approve the deal with "Erste", then the management of SIF "Transilvania" will request and vote in favor of taking the bank public at the General Shareholder Meeting o BCR, according to the notice to attend.

So far, SIF "Banat-Crişana" is the only one of the five SIFs which hasn"t yet summoned the General Shareholder Meeting to discuss with its shareholders on the strategy which it should pursue in the matter of the listing of BCR.

The shareholders of SIF2 have approved the beginning of the legal action against Matei Alexandru

The shareholders of SIF "Moldova" have decided to dismiss Matei Alexandru from the Board of Directors and to sue him for several prejudices to the company.

The management of SIF2 recently revealed the findings of an internal audit which showed that the sale of a retail area owned by a company in the portfolio of SIF2, to Alexandru Matei, was made even though no competing bids had been received at the time, despite it being a requirement set in the General Shareholder Meeting. The investigation also warned against a potential conflict of interest in the case of the former CEO. More specifically, at the end of 2004, SIF2 sold a commercial area owned by Gastrocom Iaşi (in which SIF2 had a controlling interest) to a company in which his son was a sole shareholder.

The former president of SIF2 denied the accusations.

SIF2 is the only company of the five SIFs which didn"t sign an agreement with "Erste" for selling its shares in BCR.

On September 15th, the officials of "Erste Group" have announced that they have concluded a principle agreement with four of the five Financial Investment Companies (SIFs) for buying their 24.12% shares in BCR, by offering them cash and shares of Erste Bank (EBS). SIF Banat-Crişana, Oltenia, Muntenia and Transilvania have signed the agreement with "Erste".

The officials of the Austrian bank said that SIF2 is welcome to join the Agreement as well.

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