Clash at Bucur Obor

The conflict between Laurenţiu Postovaru, who indirectly controls 50% of the shares of "Bucur Obor" (BUCU), and Gelu Manea, who has led the company lately, has escalated, after the representatives of "Amadeus Group", Postovaru's company, have announced that they have changed the Board of Directors of "Bucur Obor", in a General Shareholder Meeting.

Howeve, CEO Gelu Manea says that the meeting in question was illegal. Under these circumstances, the Bucharest Stock Exchange was once again forced to publish reports that contradicted each other, concerning a company which is in the midst of a scandal between the shareholders and the management.

On Friday, in the General Shareholder Meeting of "Bucur Obor" it was decided to replace the Board of Directors, by calling for the filing of a liability lawsuit against Gelu Manea, the chairman of the Board of Directors and CEO, according to a report sent to the Bucharest Stock Exchange signed by law firm "Muşat şi Asociaţii", which is representing Laurenţiu Postovaru.

According to the document, shareholders that control 55.36% of the share capital met and held the General Shareholder Meeting.

The shareholders did not take under consideration the fact that the Board led by Gelu Manea had previously revoked the notice to attend of the General Shareholder Meeting, claiming that the registry of the company's shareholders did not reflect the true shareholder structure of the company, because the Central Depository has not implemented the rulings rendered by the Court of Bucharest in 2011, concerning compensation of some of the company's shareholders whose shares were stolen 16 years ago.

The shareholders decided to appoint Mazilu Liviu Florin as member of the board, to replace Aurelian Bondrea who had resigned one year ago, according to the report sent by "Muşat şi Asociaţii", which also mentions that it was decided in the General Shareholder Meeting to file a liability lawsuit against Board members Gelu Manea and Gheorghe Pistol. According to the report published on the BSE website, they have violated the legal provisions and the responsibilities they had due to their positions.

Immediately after the General Shareholder Meeting, the new Board decided to appoint Mazilu Liviu Florin as chairman of the Board of Directors and CEO, the quoted report also states.

According to the decisions of the new Board of Directors, Gelu Manea must remain available to the company until he will be proposed "a different position compatible with his professional training, an offer which will only be made once he hands over to the new CEO all the documents and assets of the company". Meanwhile, Manea is prohibited from entering the headquarters of BUCU, the report also states.

On the other hand, Gelu Manea says that the General Shareholder Meeting was not legal, and said that some of the shareholders were even denied the right to vote.

He told us: "The people who voted have broken every existing law. The General Shareholder Meeting could only be held with the registry of the shareholders and being presided by me".

Gelu Manea accuses the new management, elected in the General Shareholder Meeting which he does not acknowledge, of using coercion: "The newly elected board members have tried to burst in on me today, (ed. note: yesterday), together with four or five shareholders, to pressure me, they have acquired the security firm to prevent me from entering the offices in the morning when I came in for work, and I have called in the police. They have also fooled the people of the BSE into publishing their reports, after they have forged the stamp".

According to him, Laurenţiu Postovaru had a court ruling which allowed him to call the General Shareholder Meeting, but not to organize it. "Postovaru filed two requests with the court for a ruling that would allow him to summon, to organize and preside the General Shareholder Meeting, but the court denied them", Gelu Manea said.

Amadeus Group, a company controlled by Laurenţiu Postovaru, has asked for the decisions of the General Shareholder Meeting to be registered with the Trade Registry, but after Mr. Manea has filed a request for intervention against the one filed by Amadeus, the Trade Registry sent the former to the Court of Bucharest for a resolution, a BUCU report says.

Between 1998 and 1999, two distinct rows occurred, caused by some of the shareholders of Bucur Obor having their shares stolen, thefts which resulted in convictions.

The Central Depository was forced, through a court ruling rendered in 2011, to re-register as shareholders 1,344 people, who own a total of 7.32% of the share capital of the company, with 735 shares each.

Because the Depository has yet to implement the ruling of the court, the Board of Directors of Bucur repeatedly claimed that the General Shareholder Meeting can not be held, because the registry of the shareholders does not accurately reflect the shareholder structure of BUCU.