ASF: "Unhappy shareholders can request to exit the company, upon its delisting from AeRO"

One of the burning dilemmas that shareholders have as a result of the elimination of the Rasdaq market and of the launch of the AeRO alternative system concerns shareholder rights in the event of an IPO.

As over 200 Rasdaq companies had elected to move to the AeRO, by the end of February, and the Bucharest Stock Exchange keeps aggressively promoting the new ATS, investors were worried about captivity on the AeRO.

It was the BSE itself that poured gas on the fire.

"Yes a company can get delisted from the AeRO alternative system, without making an exit offer to shareholders that disagree", Bogdan Mugescu, business development specialist of the BSE recently said in an investor summit.

However, the Financial Oversight Authority sent a contrary message in that regard, during the debate on the implications of the law that dismantles the Rasdaq, which stipulates that companies on that segment must either decide to get delisted or to get transferred to a regulated market or to an ATS.

Upon the request of the "BURSA" newspaper, the ASF once again clarifies the situation: "As has already been announced in the month of February, delisting companies traded with the issuer's agreement on the alternative system managed by the BSE is done in compliance with the provisions of art. 87 paragraph (4) and of art. 88 paragraph (4) of Regulation 1/2006 and of Measure 8/2006.

Thus, the majority shareholder is not required to conduct a buyout, but, if the General Shareholder Meeting passes a decision to delist the company, shareholders that are unhappy with the decision have the right to make their exit and collect the equivalent value of the shares they hold at the time, calculated using a price assessed by an independent evaluator in compliance with the international appraisal standards".

If a company chooses to move to the regulated market or to the alternative system, but the request ends up being rejected by the ASF, then the shareholders have the right to withdraw from the company, under the terms of the law for the dismantling of the Rasdaq, according to the ASF.

The representatives of the Authority told us: "The ASF reviews the paperwork by the issuer, including the situation of fact and the legal arguments that justified the eventual decision of the market/system operator to deny the delisting. In case the ASF rejects the delisting request as well, shareholders have the right to withdraw from the company, under the terms of the art.3 of the Law 151".

As the AeRO launch was getting near, the Association of Capital Market Investors (AIPC) told the BSE that investors will not come to that market if they are not guaranteed the right to make an exit.