THE AGREEMENTS BETWEEN ERSTE AND THE SIFS WILL NOT BE CONCLUDED BEFORE THE GENERAL SHAREHOLDER MEETING OF BCR "Erste", ready to go ahead with the share capital increase of BCR on its own

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 17 octombrie 2011

"Erste", ready to go ahead with the share capital increase of BCR on its own

Petre Pavel Szel: SIF "Muntenia" is in the process of a divorce with "Erste", but it is a civilized one

The other SIFs are still negotiating

"Erste Bank" will not buy the 3.7% block of BCR shares for which it signed an agreement with SIF "Muntenia", before the General Shareholder Meeting at BCR which includes the share capital has on the agenda.

"Prior to November 14th (ed. note: the date of the General Shareholder Meeting) we will not conclude any formalities for acquiring even a part of the stake of SIF Muntenia", the bank"s officials said on Friday.

SIF "Muntenia" is the first that reached a final agreement with "Erste Bank" concerning the liquidization of the stake in BCR. The other SIFs are still negotiating meaning that, before November 14th, no exchange can effectively take place.

The presidents of the SIFs are wary of clearly stating whether they will participate in the share capital increase of BCR or not. The representatives of "Erste" are saying that the Austrian bank is ready to subscribe alone to the capital of its branch: "We are waiting for the other SIFs to complete their domestic procedures and we expect to reach the same result as in the case of SIF < Muntenia >. We don"t see any problem with having the other shareholders not participate in the share capital increase of BCR. This situation is stipulated in the notice to attend, which mentions a maximum amount for the share capital increase of BCR. Erste will subscribe on the share capital increase according to the size of its current stake, which is 69.4%".

The shareholders of BCR have been summoned on November 14th, to decide on a new capital injection, after having approved the increase of the bank"s share capital in spring by about 55 million lei, by incorporating the net profit of 2010.

This time, the Executive Board of BCR has proposed the capitalization of the bank by 644 million lei (about 150 million Euros), by issuing 6.18 billion new shares, with a face value of 0.1 lei/share.

The officials of "Erste" have recently said that the operation for the share capital increase is aimed mostly at maintaining an optimum level of impairment charges for non-performing loans.

Petre Pavel Szel, SIF4: I do not think we are going to participate in the share capital increase of BCR

On Friday, Petre Pavel Szel, the president of SAI "Muntenia", which manages SIF4 "Muntenia", told us that he may not participate in the share capital increase of BCR: "It makes no sense to take money out of the company and invest it in BCR". However, he added that he may change his mind.

Petre Pavel Szel also said that SIF "Muntenia" is in the process of a divorce with "Erste", albeit a civilized one, and the company he helms will maintain its relationship with Erste in the future: "They (ed. note: \"Erste\") gave us a solution that works for both parties. It helps us convert our portfolio to cash".

In exchange for 0.78% of the shares of BCR, SIF4 will receive 70.1 million lei (16.2 million Euros), and for another 3% of its shares in BCR, it will receive \"Erste\" stock valued at 43 million Euros depending on the latest price of the Vienna Stock Exchange.

For the remaining shares of BCR which it owns, SIF "Muntenia" has concluded a contract which gives it the option to sell / subscribe, an option which can be exercised in 2012 and 2013, under the same terms.

Following the transaction, SIF "Muntenia" will forego the request to have BCR listed, as well as the right to demand dividends of at least 40% of the net profit recorded by BCR according to the IFRS standards.

Costel Ceocea, SIF "Moldova": "We won"t be demanding the listing of BCR anymore"

The agreement of SIF4 with the majority shareholder of BCR prevents the SIFs from requesting the listing of BCR, stipulated in the privatization contract. According to the agreement signed in 2009, Erste was required to take BCR public on the Bucharest Stock Exchange, provided the listing was requested by the all the five SIFs.

"Theoretically, we can"t ask for the listing anymore", Costel Ceocea, the president of SIF2 "Moldova" said on Friday. SIF2 was the most vocal of the SIFs in demanding that the bank be made public, and it did not sign the agreement which "Erste" signed with the other four SIFs, on September 14th, for the acquisition of 24% of BCR, in exchange for cash and EBS stock.

The management of SIF "Moldova" received a mandate to first and foremost request the listing of BCR, and to negotiate other solutions for converting its stake to cash, with the latter having now become the only option.

"We have been constantly negotiating with Erste the liquidization of our stake", said Mr. Ceocea, and he added: "Erste has been very open to discussion with us. I don"t know when the negotiations will be completed, if they are going to be completed before the General Shareholder Meeting of BCR or afterwards. It is true that this summoning of the General Shareholder Meeting sets a kind of milestone which we need to take into account".

The management of SIF \"Oltenia\" also has a mandate to discuss the exit of the company from BCR, but the negotiations have not yet been completed. "We are going to make a decision in a meeting of the Board of Directors which will be summoned next week (ed. note: this week) or the next (ed. note: next week)", said Tudor Ciurezu, the president of SIF "Oltenia".

He added: "We have not yet decided whether we are going to participate in the share capital increase of BCR. We are waiting to see the arguments of those who proposed the increase, because we are being asked to come up with a significant amount".

SIF \"Oltenia\" will definitely continue to own stock in BCR, because the capital market law prohibits the SIFs from selling or exchanging assets amounting to more than 20% of the total non-current assets, outside of receivables, without the approval of the Extraordinary General Shareholder Meeting.

Summoning a Extraordinary General Shareholder Meeting at the SIFs, with the exception of SIF \"Transilvania\", is very hard to achieve, because the minimum quorum requirements are higher than those of an ordinary shareholder meeting.

A quorum of 75% is required for summoning the General Shareholder Meeting at the SIFs on the first summoning, and 50% + 1 on the second summoning.

"SIF \"Transilvania is the only one who can sell their entire stake\", because they have summoned the Extraordinary General Shareholder Meeting, where they are required to have a quorum of 20%. All of the other SIFs must meet a quorum of 50%", said Tudor Ciurezu.

The General Shareholder Meeting of SIF "Transilvania" is scheduled for the end of this month, whereas SIF "Banat-Crişana" is scheduled to take place on November 3rd. Both General Shareholder Meetings will include the subject of their respective stakes in BCR on the agenda.

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