IN ORDER TO STREAMLINE ITS ACTIVITY: "Poli" Timişoara performs a spin-out

• Marian Iancu: "It is a first step towards getting the club listed on the stock market. We will probably get listed in March 2011, on the Rasdaq market"

On October 6th, the shareholders of "Fotbal Club Timişoara SA" have decided to spin-out the company, in order to lowers costs and increase its turnover.

Marian Iancu, the chairman of "Poli" Timişoara made the following statement for "BURSA": "The spin-out of the company is the first step towards getting the company listed on the Stock Exchange. We expect we will get listed on the Rasdaq tier of the Bucharest Stock Exchange in March 2011, and in the meantime we hope we will solve several our problems, including getting our track record back".

This would make "Poli" Timişoara the first Romanian football to use the stock market for financing, which is something that major foreign club have been doing successfully for a long time.

• Marian Iancu will also manage the spin-off company

The spin-out of "Fotbal Club Timişoara SA", has led to the creation of a new company, "SC B.K.P&Faber SA", which will take part of the assets of the "Poli" Timişoara football club, which will continue to exist and will preserve its its main line of business.

"The spin-out of SC Fotbal Club Timişoara SA was intended to ensure that the initial company and the spin-off alike would get all the benefits of the spin-out process, by having them focus on the activities which would be the most profitable when carried out separately", the shareholders said, according to the Official Gazette.

The main line of business of "S.C B.K.P&Faber S.A" will be the management of "athletic facilities". Businessman Marian Iancu, who also serves as chairman of the football club, was appointed as manager of the new company, with a four year term. Secondary lines of business of the company include retail trade, mostly of non-food products.

"Fotbal Club Timişoara SA" ended the year of 2009 with a loss of 31,506,607 lei and a total debt of 70,275,739 lei, and a net turnover of 12,390,966 lei, according to the balance sheet for the year 2009 published on the website of the Ministry of Public Finance.

"Poli Timişoara" currently holds the second spot in the First Football League, and is one of the contenders for the championship title.

If the team succeeds in holding the second spot until the end of the championship, it will play in the preliminary round of the Champions League, and it could win 15 million Euros if it makes it to the group stage.

• "B.K.P&Faber S.A" will take on some of the debts

The shareholders claim that the spin-out of "Fotbal Club Timişoara S.A" will allow the two companies - which will operate independently - to access more diversified financing sources, improve their economic results, and remove the financial burden on the operations of the parent company.

"B.K.P&Faber S.A" will have a share capital of approximately 7 million lei, of which 67.40% in the form of plots of land. The company will also receive cash and take on part of the debt of the parent company.

The shareholders of "S.C. B.K.P&Faber S.A" are "Fotbal Club Timişoara S.A" (73.5%), "B.K.P Management&Invest S.A" (26.4%), and businessman Marian Iancu with a very small stake of 0.0143%.

• What commercial law experts are saying

Zeno Sustac, a lawyer of Timişoara, who is an expert in commercial law and an arbiter of the International Court of Arbitration, made the following statement for BURSA, discussing the solution that the management of "Poli Timişoara" opted for in order to streamline the business of the company: "The partial split of SC Fotbal Club Timişoara SA is looking to make it financially independent and improve the efficiency of its operations. One also needs to consider the recent changes in legislation (Emergency Government Ordinance 90/2010 which revises the Law 31/1990) which allow the creditors of companies undergoing a merger or spin-off process to oppose that operation, in order to allow them to recover any existing claims, but without giving them the possibility to prevent the merger or the spin-off from taking place. This was not the case with Poli Timişoara, which in my opinion means the project is solid, and I say this both as a legal expert and as a supporter of the club. It is worth noting that the two companies will be able to operate independently, in order to meet their goals, which will simplify the decision making process".