AT "ARGUS" CONSTANŢA To each their own General Shareholder Meeting

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 19 septembrie 2011

Cătălin Chelu: The BSE had no right to refuse to publish the report by "Argus".

Cătălin Chelu: The BSE had no right to refuse to publish the report by "Argus".

Cătălin Chelu says that the General Shareholder Meeting was held on Friday

The directors contradict him

SIF "Oltenia" and other shareholders accuse the company of denying them access in the building

Over the last few days, sunflower oil maker "Argus" Constanţa (symbol: UARG) has turned into a battlefield, on which businessman Cătălin Chelu, who controls about 44% of the company faces SIF "Oltenia", with a stake of 32%.

On Friday, the shareholders were summoned to elect a new Board of Directors, but the representatives of SIF "Oltenia" and of the Dutch fund "Business Capital for Romania-Opportunity" (ed. note: which own over 6% of UARG), say that they found the gate of the plant locked and they were unable to attend the General Shareholder Meeting.

The same thing happened to the directors of "Argus", Dan Voiculescu and Radu Constantin (ed. note: the other three members of the Board of Directors had resigned earlier), and who notified their resignations to the Bucharest Stock Exchange (BSE) and to the Romanian National Securities Commission (CNVM), and announced that the General Shareholder Meeting would be held again on Saturday. The group of shareholders who were prevented from entering the plant called the police, which drafted a report of the events.

On the other hand, Cătălin Chelu says that he has attended the General Shareholder Meeting, which "was held normally". Besides, "Argus" published on its website the decisions of Friday"s General Shareholder Meeting, which were also presented in a report sent to the BSE and the CNVM.

However, the Bucharest Stock Exchange did not publish the report on Friday. According to the "Argus" website, the new president of the company is Edy Gabriel Minjineanu, and the other directors are Gheorghe Chirilă, Mihaela Bădoiu, Mihai Brînză and Marian Onea.

Chelu: "I will file a criminal lawsuit against the BSE"

On Saturday, Cătălin Chelu said that the Bucharest Stock Exchange had no right to refuse to publish the report of "Argus" and accuses the BSE of favoring SIF "Oltenia". "I will file a criminal lawsuit against the BSE", the businessman said, and he added: "What right did they have to refuse to publish the report of the General Shareholder Meeting of Argus? They"ve committed an abuse in office".

However, the opponents of Chelu said that they would challenge the decisions which were published on the website of the company. In fact, on Saturday they went to the headquarters of "Argus" again, for the second to hold the General Shareholder Meeting for the second time.

"We went to the location of the company again, but the result was the same", the official of the fund "Business Capital for Romania-Opportunity" said, adding: "The gate was locked, but there was a poster on it which said < Gate out of order. For access, use the vehicle gate >" (ed. note: On Friday, Cătălin Chelu had said that he had entered the plant through the vehicle gate). The people of the security company told us that they had received instructions not to let us in. We repeated yesterday"s procedure (ed. note: Friday), meaning we called the Police, which drafted a report recording the facts". Cătălin Chelu says that the shareholders had no business coming to the plant on Saturday, because the General Shareholder Meeting had taken place on Friday.

According to the representative of the Dutch fund, the General Shareholder Meeting of Friday couldn"t have been held legally without the participation of the legal representatives, namely the directors. "They (ed. note: the Chelu group) have however claimed that Mr. Niculescu (ed. note: Dionisie Niculescu), who had resigned from the Board, went back on his decision and this is how the General Shareholder Meeting was held".

In response, Cătălin Chelu accuses Dan Voiculescu and Radu Constantin that they held the meeting of the Board of Directors at "Argus", with just two members: "They (ed. note: Dan Voiculescu and Radu Constantin) are so "zealous" and they have such disregard for the law that they had no problem holding a meeting of the Board of Directors with just two people present, just two days prior to the General Shareholder Meeting. How could something like that seem legal to them?"

"The operation of the plant was seriously affected"

The conflict between shareholders seems like one that will last a long time, with court hearings and serious accusations, which could affect the company"s operations.

"There are notifications from the banks which say that they will grant loans only after the company elects a permanent management", the representative of "Business Capital for Romania-Opportunity" told us.

The period preceding the General Shareholder Meeting of "Argus" was marked by each side repeatedly accusing the other of acting in concert.

Even though the CNVM limited the voting rights of Cătălin Chelu to 33%, it did not do the same for his opponents, which Cătălin Chelu accused of acting in concert: SIF5 "Oltenia" (which owns approximately 32% of UARG), Tudor Ciurezu (the president of SIF5), SIF "Banat Crişana" and investment fund "Business Capital for Romania-Opportunity" (which owns over 6% of UARG).

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