English
Raymond de Rubeis, former associate of Dan Drăgoi and Viorel Panait in the company Comvex SA, claims that his former business partners acted premeditatedly in order to exclude him from the Swiss company Davira AG, which the three established in the Land of the Cantons and in which, until 2023, they each held 33% of the shares of the respective company.
Mr. de Rubeis claims that, following the same procedure as in the Comvex case, i.e. a capital increase at the company Davira AG and taking advantage of the fact that he had his accounts blocked, Dan Drăgoi and Viorel Panait were the only shareholders who contributed to the capital increase. Through this move, Drăgoi and Panait practically excluded de Rubeis from Davira AG, taking over its total control.
The newspaper BURSA published several articles about the capital increase from Comvex SA, showing how it was carried out.
Raymond de Rubeis told us: "The money from our bank accounts was given as a guarantee (Pledge Security) to Davira AG to lend another company of ours, CDRV. Dan Drăgoi and Viorel Panait did not repay the loan to Davira for the construction of a building, completed by our company, CDRV, in 2021. My two associates did not return any money from the sale of the respective block, stating that the price received from the sale of the apartments was much lower than the construction price. In addition, Davira AG did not receive, indirectly, through the Solidmet-Bulk Project-Beftstras Holding Ltd. relationship, during the period 2020-2023 any amount from the dividends granted by Comvex SA. Because Drăgoi and Panait did not pay anything to Davira and, because my funds were still blocked, I was unable to subscribe to the capital increase of Davira AG. Not to mention, surprise, immediately after the capital increase, the two released funds from Romania and paid the respective amounts into the Davira AG account, and my accounts in Switzerland were unblocked".
• "Comvex SA did not initiate any form of forced execution against the debtor Raymond de Rubeis abroad"
Regarding these aspects reported by Mr. de Rubeis, we also requested the opinion of Viorel Panait, General Manager and Chairman of the Board of Directors of Comvex SA, who conveyed his point of view to us through a lawyer. According to him, de Rubeis's statements are untrue, as the courts and prosecutors have found in the 63 civil and criminal cases that the former shareholder of Comvex SA has filed since 2017 against Viorel Panait, Dan Drăgoi and Comvex.
The response received from Comvex SA also states:
"From the official records, (Shareholders Register kept by Depozitarul Central SA):
(i) The legal entity Davira AG does not have and has never had the capacity of shareholder of Comvex SA.
(ii) the individual Raymond de Rubeis no longer holds the capacity of shareholder of Comvex SA.
Comvex SA does not have information about the corporate activity of other individuals or legal entities, regardless of whether they are called Raimond de Rubeis and/or Davira AG.
We hereby confirm that Comvex SA, in order to recover its legal expenses, initiated a forced execution only on the territory of Romania, only on the assets possibly held by the debtor Raymond de Rubeis on the territory of Romania. Throughout 2023, the bailiff did not seize any of his assets on the territory of Romania. Comvex SA did not initiate any form of forced execution against the debtor Raymond de Rubeis abroad. Comvex SA does not have any information regarding how which the approximately 8,000 shareholders agreed to use the amounts received as dividends".
• Loss of 7.67 million Swiss francs at Davira AG at the end of 2022
However, Raymond de Rubeis specifies that the capital increase at Davira AG was strictly made to remove him from the Swiss company's shareholding and that it was not required given that, according to the letter received on January 16, from Olivier Weber, vice president of Kendris Ltd who provides the executive team of Davira AG, the company founded by Drăgoi, Panait and Rubeis recorded on November 20, 2022 an annual net loss of almost 7.67 million Swiss francs, given that the legal capital reserve was 7.83 million Swiss francs. Therefore, Kendris, according to the cited document, decided at the meeting of the Davira AG board of directors on December 30, 2022, to reduce the capital to zero Swiss francs and to immediately propose a capital increase of 1.5 million Swiss francs for 2023, which was implemented in the first part of that year.
In the motivation for its decision, the Davira AG board of directors states that situation of assets and participations was as follows as of November 30, 2022:
"- Financial assets: the loan granted to CDRV Associates S.R.L., Bucharest, Romania in the amount of CHF 619,443 (ed. note - Swiss francs) was adjusted in value to CHF 319,422 on a going concern basis and to CHF 1 (pro memoria) in liquidation, as the outstanding credit cannot be repaid so far and most likely only partially in the future and only after the completion of the recovery project; it is currently blocked, as the demolition permit has been withdrawn.
- Participations: The 75% participation in Beftstras Holding Ltd, Cyprus, in the amount of CHF 7,050,000, was adjusted to CHF 0 (pro memoria CHF 1) on both a going concern and liquidation basis, as:
i) no dividend was paid to Davira AG,
ii) no dividend can be expected increase in dividends for the future,
iii) not even the dividends for 2021 distributed by Comvex SA Constanţa and received by Solidmet SRL Bucharest went through Bulk Project SRL Constanţa and Beftstras Holding Ltd. Cyprus to reach Davira AG".
• Raymond de Rubeis: "The loss recorded by Davira was caused by Dan Drăgoi and Viorel Panait"
Raymond de Rubeis also told us: "I asked the directors of Davira AG that the capital increase be much smaller, only 300,000 Swiss francs, because I considered that the 7.67 million Swiss francs, considered a loss, must be recovered indirectly from Comvex SA and CDRV. I was told by the management that according to a report by PwC Romania, activity at Comvex SA was declining both on the ore terminal and grain terminal side, even though investments were made in the latter terminal in 2022, after the outbreak of the war in Ukraine. Furthermore, the report stated that it was possible that Comvex SA would not pay any dividends, which did not correspond to reality, because I later obtained the amounts paid as dividends by Comvex SA for the period 2021-2023, which were consistent. Even for 2024, the payment of significant dividends is outlined, slightly lower in total value compared to 2023, but higher than those granted in 2022. Moreover, I drew the attention of Davira AG directors that part of the loss would also come from the memorandum concluded by the Swiss company in 2018 with PwC Romania, through which the amounts that were to enter indirectly from Comvex SA into Davira would be reduced from 5.8 million Swiss francs to 211,000 Swiss francs. Basically, the loss recorded by Davira was caused by Dan Drăgoi and Viorel Panait. None of my requests were taken into account".
We note that we asked PwC Romania to provide us with information about the report that Raymond de Rubeis told us about and about the respective memorandum, but the response received from PwC is the following: "Our policy is not to comment on aspects related to our clients, so we cannot comment on the topic you requested".
Consequently, although one of the members of the Davira company's management board admits that the Swiss company should have indirectly received dividends from Comvex SA through the Solidmet SRL-Bulk Project SRL-Beftstras Ltd chain, not a penny of those dividends reached Davira. For those who wonder why part of Comvex's dividends should have reached Davira AG, we specify that Davira AG owned 100% of the company Beftstras Holding Ltd, which owned 45% of the company Bulk Project SRL, the remaining 55% belonging to the company Octogon Shiping&Services SRL - which belonged to businessman Cornel Idu, who has since died and the business was taken over by his son, Bogdan Idu. Bulk Project SRL in turn owns 100% of the shares of Solidmet SRL, which at one point acquired 63% of the shares of Comvex SA. That is why Raymond de Rubeis and Olivier Weber refer to the dividends granted by Comvex that did not reach Davira AG.
From Olivier Weber's letter, however, we note that these dividends, in the event that they had already been paid by Comvex SA to Solidmet SRL, remained blocked there and no amount was transferred to Bulk Project SRL, part of which would later reach Beftstras Holdings Ltd and then Davira AG. Moreover, the PwC Romania report referred to by Davira's management shows that the amount that would have been returned as a dividend to the Swiss company would have been very small compared to the loss recorded at the end of 2022 and it would have taken over 13 years to cover the 7.67 million Swiss francs.
Under these conditions, Davira AG's management proposed to shareholders a capital increase, an increase that took place in 2023, when - according to Raymond de Rubeis - Dan Drăgoi and Viorel Panait each took out 500,000 Swiss francs from their pockets and became the only shareholders of the Swiss company.
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