Comvex file reappears on ASF's table: request to reopen investigation into 2016 capital increase

Raimondo De Rubeis, former non-executive member of the Board of Directors and shareholder of Comvex S.A., requested, through the law firm representing him, the Financial Supervisory Authority (ASF) to reopen the investigation into the share capital increase operation carried out in 2016 by the company Comvex. The reasons for the request submitted to ASF on April 14, 2025 are based on the emergence of new evidence, which would demonstrate that the entire operation was orchestrated through the use of privileged information and manipulation of the capital market, in order to take control of the company by members of the management and their wives.

The cited document shows that the former shareholder states that Viorel Panait, Chairman of the Board of Directors and General Manager of Comvex, and Dan Ion Drăgoi, administrator of the company, would have designed and implemented a strategy of intentional dilution of the participations of the other shareholders, especially of the company Solidmet S.R.L., former majority shareholder, behind which De Rubeis held the status of indirect shareholder.

The petitioner claims that the share capital increase operation was officially presented as a necessary measure to finance a long-term investment program of the company, but a careful analysis of the way in which it was carried out would reveal a different reality.

According to the documents and records attached to the request sent to the ASF, the real purpose would have been to allow the Panait and Drăgoi families to take control of Comvex, through their wives, Nicola Ruxandra Ioana and Anca Mihaela Drăgoi, who massively purchased shares at prices that De Rubeis considers to be greatly undervalued, in a context that would have drastically limited the access of other shareholders to subscribe to them.

The former shareholder of the company specifies that the alleged scheme to take over control was set in motion by a capital increase that took place in two stages. The first stage offered existing shareholders the right to subscribe shares at a nominal value of 2.5 lei per share, for a period of 31 days. The second stage lasted only three calendar days, only one of which was a working day, and the subscription was carried out on a "first come, first served" basis at a single branch in Bucharest, given that Comvex had approximately 8,100 shareholders spread throughout the country. The subscription price in this stage was set at 2.51 lei per share, while the market price had reached at least four times higher.

In this second stage, 98% of the available shares were subscribed by the wives of the two administrators, Nicola Ruxandra Ioana and Anca Mihaela Drăgoi, thus ending up holding 17.58% of Comvex's share capital each. Following this operation, Solidmet S.R.L.'s participation decreased dramatically from over 63% to approximately 30%, thus losing control over the company.

What deepens the suspicions is the fact that these purchases were made after the wives of the administrators bought 40 shares each, even before the official start of the capital increase operation, in order to benefit from the preferential right. Moreover, the telephone records made available by Raiffeisen Bank S.A. confirm that Viorel Panait personally brokered the transaction for the purchase of the package of 40 shares intended for his wife. The conversations with the broker clearly show the intention to "arrange" the purchase of these shares, demonstrating the premeditated nature of the action and the use of privileged information to obtain this advantage.

According to De Rubeis, the entire strategy aimed to circumvent the legal provisions that prohibit members of the management of a listed company from obtaining personal benefits to the detriment of the company and the other shareholders. The acquisitions through the spouses would have represented a deliberate attempt to mask these intentions and to avoid the application of capital market regulations.

The application filed by De Rubeis also highlights the lack of transparency in the communication of essential information in the proportionate Prospectus related to the capital increase, in which it was falsely stated that the issuer "has no knowledge whether the main shareholders or members of its management bodies intend to subscribe to the offer". This aspect, De Rubeis claims, demonstrates the bad faith of those involved and the desire to hide the true intentions behind the operation.

At the same time, the question of the origin of the considerable sums of money used by the two spouses to subscribe to the significant blocks of shares remains unsubscribed, , given that no investigation has been carried out in this regard. De Rubeis claims that there are indications that these funds came from their spouses themselves, which would further raise issues related to the legality of the entire transaction.

Against the background of this new evidence, Raimondo De Rubeis requests the Financial Supervisory Authority to exercise its prerogatives provided for in art. 27 of ASF Regulation no. 4/2021 and to order the resumption of the investigation into the operation to increase the share capital of Comvex. In his opinion, only an additional and complete investigation can shed light on the mechanism by which control of the company was taken over and can sanction any acts of market manipulation and trading based on privileged information.

This request is in addition to the steps already taken by De Rubeis in court, where he requested the annulment of the share capital increase operation through judicial means. We note that the petitioner has opened several files against the Comvex management, and the courts have not ruled in his favor in most of the cases brought to trial and only a few are still pending in the courts and courts of appeal. Furthermore, De Rubeis notified DIICOT and DNA regarding the above issues, but both Prosecutor's Offices decided to close the files because the facts complained of were not confirmed in reality or would not fall under the scope of criminal law.

Read ORDONANŢĂ DE CLASARE, DUPĂ TREI ANI DE CERCETARE SECRETĂ DIICOT nu vede grup infracţional organizat la Comvex SA

Read SOLUŢIE SIMILARĂ CELEI DATĂ DE DIICOT DNA clasează plângerea penală în dosarul Comvex

It remains to be seen whether the ASF will consider the new evidence sufficient and whether it will decide to resume the investigation in a case that, due to its complexity and implications, could become a reference one regarding the Romanian capital market.