THE BAD ORGANIZATION OF THE ELECTRICA ipo Bigger commissions only to make the BSE more unpopular

ADINA ARDELEANU (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 25 iunie 2014

Bigger commissions only to make the BSE more unpopular

The costs of the famous IPO are 67 million lei

The notoriously high wages of the ASF

A prospectus amended while the IPO is ongoing

Unequal distribution of information

The execution of the "Electrica" IPO has been flawed, considering that the prospectus has seen changes just two days before the deadline.

The many mistakes in the figures presented in the report show the superficiality of the people who were in charge of the IPO and the disregard for the rigors of the stock market.

However, nobody is taking responsibility for the mistakes, even though the degree of professionalism should have been at its peak, given the fees charged in this IPO, as well as the fact that it was the biggest IPO so far on the Bucharest Stock Exchange.

That is to say nothing of the respect that names such as Citigroup, Raiffeisen Bank and Societe Generale Corporate & Investment Banking, the global bookrunners of the IPO should have engendered.

It is customary for the prospectus to be drawn up by the intermediaries, but they do not take responsibility for the contents of the document.

Thus, it is to be expected that the fees, commissions and the total expenses owed by the company, estimated to range between approximately 67 and 80 million lei, will be collected anyway, regardless of the lack of rigorousness in the execution of the IPO.

Inaccurate prospectus, zero responsibility.

The Financial Oversight Authority also shirks any responsibility: "The seal of approval of a prospectus does not serve as a guarantee and does not represent any form of evaluation by the ASF of Romania concerning the opportunity, the advantages or disadvantages, the profit or risks derived from any transactions stemming from the acceptance of the offering which was approved; the approval decision only certifies the compliance of the prospectus when it comes to the requirements of the law and of the norms passed in its application".

It is a "boilerplate" text.

But the fact that the ASF certifies the compliance with the law is somewhat useless, if non-compliance with the law is punishable anyway.

The rebuttal to the criticism in the media concerning the exorbitant wages paid at the ASF has always been that the employees of the Financial Oversight Authority should be paid appropriately, in line with the responsibility that they carry.

It would seem that there is no reason for those wages to be so high, when it comes to IPOs at least.

What tops it all off is "The report of the independent auditor on the pro forma financial information" was modified through amendments, meaning that now, the auditor is reissuing the report based on corrected financial information.

In other words, the auditor also failed to spot the mistakes in the data from the start.

Paradoxically, "Electrica", which is paying all these specialists to take it public out of the very money of the future shareholders participating in the IPO, is the only one that carries a trace of responsibility for the accuracy of the information in the prospectus, but not for the entire document (see excerpt in the box).

The prospectus is the main document for providing information to investors.

The aforementioned superficial manner of the approach, added to the fact that the IPO was preceded by a pre-marketing period which was only aimed at certain investors, who received advance information, allows the suspicion that in fact, the intermediaries are deliberately making mistakes, leaving room for fraud.

Small investors have expressed their displeasure at the small number of shares that they were allotted, as well as the way the IPO was structured. Disregarding retail investors sends a serious message, and the IPO of "Electrica" seems to be yet another missed opportunity to grow that the stock market missed.

After the "elitism" of this offer, it makes no sense for the officials of the Bucharest Stock Exchange to complain that the market isn't popular enough.

Bookrunners: The IPO does not have to be extended, following the making of the amendments

The duration of the Electrica IPO does not have to be extended, following the amendments made to the prospectus, the bookrunners say.

"According to regulation 1/2006, any request to amend the approved prospectus must be filed with the CNVM (ed. note: ASF) at least one working day before the last day of the IPO. If the amendments concerning prices or other elements of the prospectus get approved, with the exception of changes concerning the deadline of the IPO, the CNVM is entitled to extend the period of the IPO, to allow a period of at least two days between the publication of the amendments and the deadline of the IPO."

"The company takes responsibility for the information contained in this Prospectus. According to the knowledge of the Company, (which has performed all due diligence for that purpose) the information contained in the present Prospectus is true to fact and there are no omissions that might affect the accuracy thereof. Certain information contained in the present Prospectus has been taken from public sources including the ANRE, Eurostat, the National Forecast Commission, the IMF, the National Statistics Institute, the OPCOM and the National Bank of Romania. The accuracy of the information and the data concerning the economic sector and the market has not been independently audited and we do not take any responsibility for their accuracy, only concerning the correctness of the acquisition and presentation of that information and data".

The prospectus of the Electrica IPO

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