AIPC accuses illegalities in the delisting of "Instirig" Balş

The Association of Capital Market Investors (AIPC) has notified illegalities on the delisting of Instirig Balş (symbol: INGT), on the Rasdaq market.

In an address sent to the Romanian National Securities Commission, the AIPC states: "Through the General Shareholder Meeting of December 20, 2012, the shareholders have decided to take the company private, and according to the Disposition 8/2006 of the CNVM/ASF, they were required to begin the payments to the investors who did not agree to that decision, within 15 days from having received the exit requests submitted within 45 days from the registration date of March 21st, 2013. The Board of Directors of the company decided, in a clearly illegal manner and in disregard of shareholders' rights, to spread out the payment deadline over an unacceptably long period, of five years, without assuming any payment schedule, without any compensation for the losses caused by the opportunity costs and by inflation".

The AIPC considers that such a decision is not only illegal, but also "lacking any decency, and unprecedented for the stock market which is still under the supervision CNVM the Financial Supervision Authority".

The management of the AIPC explains: "From a legal point of view, investors abandon their shareholder rights the moment they sign the exit request, and that is precisely why the legislation stipulates the payment of the equivalent value of their stock must be done in a speedy manner. The amounts which need to be paid to investors are small, incomparable to the size of the company's revenues, and at any rate, easy to estimate the moment the majority shareholder votes in the General Shareholder Meeting for the delisting of the company. We consider it a market abuse the fact that after three months, after the issuer and majority shareholder found out which shareholders wanted to exit, they have chosen to abandon the plan to delist the company (a delisting which basically amounts to a takeover bid), even if (which is not the case) if a new General Extraordinary Shareholder Meeting were voted. It is the duty of the Romanian National Securities Commission/Financial Supervision Authority to stop allowing the use of such practices, under the very easy to use and very ambiguous excuse of the lack of necessary funds".

The association also informs that the issuer still owes outstanding dividends which are owed to the minority shareholders, members of the AIPC, for the years 2007 and 2008. "Without the payment of these amounts - the dividends and the amounts for the buyout of the shareholders, a permit from the CNVM/ASF for the delisting of the issuer can not even be imagined", the management of the AIPC considers.

Starting with April 30th, the notification of the AIPC is now within the competence of the Financial Supervision Authority, which has taken over the supervision of the stock market, insurance and private pensions, from the CNVM, the Insurance Supervision Commission (CSA) and the Commission for the Supervision of Private Pensions (CSSPP).