The proposals of PCC did not get through the General Shareholder Meeting of "Oltchim"

Adina Ardeleanu (Translated by Cosmin Ghidoveanu)
Ziarul BURSA #English Section / 1 septembrie 2011

The plant will not stop selling products through companies registered in tax havens and will not cap the volume of its products sold through intermediaries at 5%

The shareholders of "Oltchim" Râmnicu Vâlcea (symbol: OLT) have rejected all the proposals made by minority shareholder PCC SE in Tuesday"s General Shareholder Meeting, according to the press release sent to the Bucharest Stock Exchange.

Thus, the plant will continue to sell its products through companies registered in tax havens such as Cyprus, Switzerland, and the Cayman Islands, without the prior approval of shareholders or directors.

The shareholders have also rejected the request of PCC SE to see the reports ordered by the company and drawn up by consultants "which are mentioned in the so-called plan for restructuring the company" which was drawn up by the management of Oltchim.

The minority shareholder also failed to have the auditor of Oltchim replaced, as the term of "KPMG Audit" was extended by one more year.

Capping the sales of the company"s products through intermediaries at 5% and the approval of at least 95% of the sales of each product directly to the end users, which were placed on the agenda at the request of PCC SE were also rejected in the General Shareholder Meeting.

The shareholders have approved the borrowing of 250 million Euros

The taking of two loans of 100 million Euros (ed. note: for investments) and 150 million Euros (ed. note: to be used as working capital needed to operate at full capacity), was approved. The shareholders did not agree to the suggestion of PCC SE that the loans be voted on separately for each investment project.

Also on Tuesday, it was decided to pledge additional real estate and securities worth 72.78 million lei as collateral, in favor of the Romanian Commercial Bank.

A convention on principle with the AVAS, on two conditions

The shareholders of "Oltchim" have given their approval on principle for the company to conclude a convention with the Authority for the Recovery of State Assets by which it would accept the calculation of interest on the receivable of the AVAS for the period between January 1st, 2007 and the conversion date.

The General Shareholder Meeting has decided that the following conditions need to be met cumulatively: the coming into force of a law that would allow the conclusion of such a convention and the notification in advance of the European Commission on the intention to conclude such a convention and the achieving of a favorable position from it.

"The effective terms of the convention will be negotiated by the management of the company and with its creditor AVAS, and the draft convention would be submitted to shareholders to review and make a decision on in a General Shareholder Meeting to be summoned later", according to a communiqué sent to the Bucharest Stock Exchange.

The idea of concluding a convention between the AVAS and the plant in order to set an interest rate for the receivable that the AVAS has on the company came from the Ministry of the Economy, which is the majority shareholder of "Oltchim" Râmnicu Vâlcea.

The European Commission is currently investigating the conversion of the receivables of the AVAS against Oltchim, which was supported by the Romanian officials, to determine whether it could be considered a state aid or not.

Roibu can no longer be the president of "Oltchim"

On Tuesday, the shareholders of "Oltchim" Râmnicu Vâlcea (OLT) also decided that the President of the Board of Directors will no longer be allowed to also serve as managing director of the plant, as announced yesterday in the BURSA newspaper. The proposal to separate the two positions was included on the agenda at the request of the Ministry of the Economy, which is the majority shareholder of the plant, but the officials of the most powerful minority shareholder, PCC SE, claim that they have repeatedly made the same request countless times.

Tuesday"s General Shareholder Meeting was preceded by the protest of several hundreds of employees, who booed PCC SE officials Wojciech Zaremba and Adam Lamentowicz.

One third of the employees of "Oltchim" Râmnicu-Vâlcea will be sent into technical unemployment in September as well, due to the lack of raw materials and working capital, the plant announced this week.

In September, "Oltchim" will send 1,161 employees into technical unemployment, after it decided to layoff 1,025 people out of a total of 3,454 workers.

Over time, PCC SE has vehemently challenged the management of the plant, while Constantin Roibu has repeatedly accused them that they want to bankrupt the company.

The Ministry of the Economy controls 54.8% of the shares of OLT, and PCC SE and Carlson Ventures own 31.3% of the company in concert.

The shares of OLT were trading at 1.23 lei/share in the session of August 26th, which put the company"s capitalization at 422,150,001 lei.

Other decisions made in the General Shareholder Meeting of "Oltchim"

- the sale of the Babeni treatment plant, through an open outcry competitive auction

- the conclusion of a 15 year contract for the rental of a plot of land in the Bradu commune with "Linde Gas Romania"

- the extension of the rental contracts with "Protectchim" for a period of one year

- the extension of the addendum to the lease contract concluded with "Mentchim"

- the signing of an addendum to the lease contract with "Designro" extending it by a year

The contact with "Protectchim"

"Oltchim" Râmnicu Vâlcea has signed a service agreement with "Protectchim", worth 312,000 lei.

"Protectchim" will perform construction and assembly works for the special polyols installation. On August 31st, "Protectchim" SRL owed "Oltchim" 79,044 lei, whereas the plant owed the company 8.76 million lei.

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