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• The BURSA newspaper has announced since the beginning of August, that "Erste" has made a concrete offer to the SIFs
"Erste" and the SIFs have finalized an agreement on liquidizing the stakes of the former in BCR, said Tudor Ciurezu, the president of SIF5 Oltenia.
Ciurezu is the first official of the SIFs to confirm that the five companies have reached an agreement with the majority shareholder of the Romanian Commercial Bank (BCR). "We have negotiated the terms of a deal with Erste, but I can"t tell you more about it, because it will be discussed by the boards of directors of the SIFs", he said.
The president of SIF5 hinted that the proposal made by "Erste" involves the sale of part of the SIFs" holdings and the conversion of the remaining shares into "Erste" shares.
In the beginning of August, the BURSA newspaper announced that discussions between the shareholders of BCR were getting close to the end. Ioan Cuzman, the president of SIF1 Banat Crişana, said at the time that "Erste" made a concrete offer to the SIFs.
However, the final decision belongs to shareholders, according to Tudor Ciurezu: "It is up to the General Shareholder Meeting to decide whether it will empower the management to negotiate the sale of the interest in BCR. If not, we will see whether the listing gets approved".
He also said that the proposal of "Erste" has been discussed and amended countless times.
The alternatives discussed as alternative options to the listing of BCR were the direct sale to Erste Bank of shares owned by the SIFs in BCR, the conversion of the shares into stock issued by Erste, or a combination of the two.
The president of SIF5 has also confirmed that an investment bank has been hired to assess whether the price or the proposed stock conversion ratio is fair. There have been rumors that the bank in question was Rotschild.
The negotiations between "Erste" and the SIFs, which together own 30% of BCR, have been going on for more than a year and are intended to compensate the SIFs for the fact that Erste has not honored the clause of the privatization contract of BCR, which stipulates that Erste was supposed to take BCR public.
In 2009, the five SIFs signed an agreement, by which they listing of BCR was postponed for two years.
According to the agreement, which was made public by SIF Moldova, the listing of BCR depended on the signing of a written agreement by Erste and by at least three of the SIFs, or on Erste receiving a written notification from all the SIFs requesting the beginning of the listing process.
The agreement, which expires at the end of next month, grants "Erste" the pre-emption right if the SIFs decided to sell their BCR shares.
However, the Association of Capital Market Investors claims that the agreement between the SIFs and Erste has no legal merit, because its signers agreed on a "postponement of the listing" which, from a legal point of view, violates the clauses of the contract for the privatization of BCR which stipulated it would have to be taken public.
Several investment funds have asked the SIFs to summon their shareholders in order to call for the listing of BCR.
Only three of the five financial investment companies (SIFs) summoned General Shareholder Meetings in September, and included on the Agenda the request to initiate the listing. Out of the three SIFs, SIF "Muntenia" only the requests of the shareholders in the notice to attend, whereas SIF "Moldova" and SIF "Oltenia" have also included the proposals of their own Board of Directors, requesting that shareholders empower them to negotiate alternative solutions for the liquidization of the shares of BCR, others than taking the bank public.
A report made public by SIF Moldova values BCR shares at 14.3 lei/share, by comparing them with BRD.
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