"The way in which COMVEX came under the control of Dan Drăgoi is the scheme of a scam"

Radu Soviani: What is your relationship with the Drăgoi family?

Raymond de Rubeis: In 1996 I was working for a company in Great Britain, an international trading house. They were privatizing in Romania. I was sent to Romania to work for privatizations and at that moment I met Dan Dragoi. That privatization was of a company called COMVEX, they had already done another privatization - ALUM, in Tulcea, and Dan Drăgoi was then in the Bucharest office of the British company I worked for. The head of the office was general Victor Stănculescu and, under him, Dan Drăgoi. Then General Stănculescu left and took over Dan Drăgoi. So he became the general manager of the company in Romania. And I met Dan Drăgoi coming here to Romania. I received assignments from the company and one of the most important was the restructuring of COMVEX. I came here for the privatization of COMVEX, which happened in 1996-1997 and that's when I met Dan Drăgoi.

Radu Soviani: How did the relationship with the Drăgoi family evolve?

Raymond de Rubeis: From that moment, because I had to deal with Dan Drăgoi every time I came to Romania and we had several companies in which we were always involved, very quickly we became very good friends. Friends in the sense that he became the "godfather", as they say in Romanian, he was my knight of honor, the godfather at marriage. Then he became the godfather of my children and even Bogdan Drăgoi - his son, became the godfather of one of my children. I have four children, so I had many ceremonies. And Dan was, I can say, because my family was in Australia, he became my family: we went on holidays together, we went to dinner together, we celebrated anniversaries, special days, holidays and we became very good friends.

Radu Soviani: From very good friends, like a family, something happened...

Raymond de Rubeis: Indeed something happened. In 2014 I started to see a change. I was in a business where I collected some significant dividends. These dividends were paid, and in 2015 I think Bogdan Dragoi became the head of SIF1 (one of the investment funds in Romania), and in 2016 there was a drastic change. Dan was seen as very powerful, well connected, he was always well connected. He came from a company that had been established since the communist era and which I believe still exists. He was an important officer in an institution involved in the field of intelligence services.

Radu Soviani: Did he admit this?

Raymond de Rubeis: To me, yes. And it is well known. Other people I met through him were also part of the same entity. At COMVEX I became a member of the Board in 2002, after having worked there, on behalf of the British company, to restructure it since 1996, since the acquisition. In 2016 things changed drastically, then we had a huge problem. I was given the opportunity to go to Australia to analyze a grain terminal, because we had decided to build a grain terminal at COMVEX in the port of Constanţa, and in Port Kembla I knew there was a grain terminal, which had been built in 1989 and in 2016 , a new terminal was being built by Quatro Ports and I was sent to find out, to get some ideas, how it is done there. It suited me because it gave me a good reason to come back to Australia. When I came back, COMVEX had bought my plane tickets, he knew my itinerary. When I was on the return flight to Bucharest, they arranged a meeting of the Board of Directors on August 17. I didn't know anything about it, I wasn't notified, no email, no phone, I was in contact with them, no notification had been made for convening the board. I landed at 2 in the morning, I got home around 2.30, so the next day I didn't know anything, I stayed at home. I went to the office, I was in the Solidmet office, which is Dan Drăgoi's office because Solidmet is the company that owns the shares in COMVEX and COMVEX was owned 63% by Solidmet. Solidmet was our company because, in 2005-2006, when the British company I worked for decided to withdraw from operations in Romania, COMVEX was bought by a group formed by us: Captain Cornel Idu, who was a businessman important from Constanţa, involved in the operations of the Port, Viorel Panait - he was the general director of COMVEX, Dan Drăgoi also joined me. I have been working at COMVEX full-time since 2002, I had restructured the company, we made capital increases, we decided to invest in the company, capital investments. I was in a whole chain of investments and value creation for the company. As a result, COMVEX has become one of the most efficient ports in the European Union. In 2014, I saw that the company that worked with mineral resources, iron ore, bauxite and coal, the steel industry in general was deteriorating, because the market was flooded with steel from China and I knew that steel production in the European Union and especially in Romania will drop. We looked at alternatives, at cereals, and we saw that the agricultural business in Romania was flourishing, growing year by year, increasing cereal production and export. In Constanta, the port has two parts: the inner port and the outer one. Our port is in the outer port. We have 1.4 kilometers of quays and we are a deep-sea port. Most of the silos were built in the inner harbor, which has a depth limitation, the vessels coming here can only be loaded until the inner part of the vessels reaches close to the bottom of the sea. Then they have to be taken back to the sea, and if you want to add more cargo, it has to be brought with other vessels, which is a long process and is not efficient. At COMVEX, on the other hand, we have a deep port to load large vessels, and the grain terminal was programmed to allow direct loading of these vessels and there would be no more problems. So the grain terminal was definitely a good business to get into and we started it. In 2015 I had a short list, I calculated the costs, everything was fine. And as I said, in 2016 I left for Australia in July, I came back on August 17, everything was fine. And then, a few days before September 9, I heard through someone from Dan Drăgoi's office that there was a general meeting of shareholders. I was not notified, I am a member of the Board, there are five members of the Board; Dan Dragoi is one of them, we share the office every day, I was never informed.

So I decided to go by myself, I showed up on the 19th of September and I remember this date because it's my wedding anniversary. I parked behind the building, entered (I had a card), usually the General Meeting of Shareholders is held in a conference room behind the building, on the ground floor. I went there, there was nothing. Usually there were fruits, food, drinks on the table, people came, we had the AGM, but there was nothing there. I climbed. Viorel Panait was in his office. I asked: General Meeting of Shareholders? It was cancelled, it was just a formality, it was cancelled. OK. I didn't know anything about the board meeting. It was signed by only three directors: Dan Drăgoi, Viorel Panait and Bogdan Idu. Two other directors had not signed the papers, they were never shown to me. I sat with Viorel, we discussed other things, I was in charge of the corporate structure, I had to make sure that everything was in order, the accounts, the bank accounts were reflected correctly and every year, I had to collect all the information and give it to the auditors. We discussed the necessary things in preparation for the audit. There was no general meeting of shareholders, no formal opening of the AGM. I was in Viorel Panait's office, the employees were there, but there was no AGM. Good. I stayed for 2-3 hours and left. I stopped by Captain Idu's office, because I needed some documents from him, information that they sent me by email later. I returned to Bucharest and that was it, everything was fine. I know that Dan Drăgoi had contacted KPMG in 2015, trying to obtain state aid for the project, for which we did not qualify. Then we held an AGM and decided to appoint Price Waterhouse Coopers to get us state aid under another program. PwC failed or we did not qualify. We didn't qualify for two state aids in Romania and in 2016 I was talking to Dan Drăgoi about how it was going, he said it was going. I heard that Viorel Panait is coming to Bucharest, I was not told, although I have always said that, as Financial Director, I want to be involved in loan negotiations. I was never informed about any meeting with any bank, my information came from Dan Dragoi, and Dan didn't really come to the office in those days, I would find out later that he and Viorel were meeting around town, without me. On December 15, 2016, I was getting ready to go to a Christmas party and I received a phone call around 7:00-7:30 in the evening, from Bogdan Idu. And Bogdan tells me: "My father just received a call from Dan Drăgoi, asking him to come the next day with proof of several million euros". I said - "What are you talking about?" He told me: "Look, it seems we have a capital increase". I was shocked! "I mean, what do you mean by capital increase? I have not signed any document for any capital increase. Did you sign it? Not! We don't know anything about any capital increase". In the end, there were about 2-3 phone calls, Bogdan Idu was in Sofia, Bulgaria, on some business. He tells me: "Look, I'll be back tomorrow, don't do anything until then, my father said to wait." OK.

I expected. The next day I was concerned about what was happening, I called Viorel Panait, he did not answer my phone. I called Mădălina Militaru, the lawyer, she didn't answer my phone, I called Dan Drăgoi, he didn't answer my phone. And I called Irina Oprea, the financial director, and she sent me a message: "I can't talk to you." Point.

I expected. In the afternoon, Dan Dragoi comes to my house, we saw each other on the street and I said: "Dan, what's going on?" He answers me: "Aaaa... we were lucky, we managed to subscribe. OK! We have more actions than we had before". I said, "Dan, what's going on?" "Aaaaaa .... Sidex subscribed". And I said: "What do you mean? why didn't you call me Why did not you tell me?"

"What could you do? There was nothing you could do. He was in a certain state..." and I said "OK, we'll talk tomorrow".

Captain Idu called a meeting on Saturday to which I went, I went to his office, his tennis club in Constanta, we met there. Captain Idu, Bogdan Idu and me. We had a discussion. After that discussion, Captain Idu asked for a meeting the next day, December 20, and I was told to be at the French bistro at 12:00. And I went to this restaurant, I was led to a private room. When I entered, Captain Idu was already seated, Dan Dragoi was also sitting, I also sat down. We started talking. I was emotional because I didn't know what was happening. Dan Dragoi is an SIE officer, and Captain Idu, as far as I understood, was an SRI officer. I didn't have any problems with them, but I didn't know what was going on.

We sat, we talked, then Viorel Panait comes, sits in a corner with some documents and says: "Look, Sidex subscribed in the last minute, at 16.45". I said: "It's irrelevant to me. Where did this capital increase come from?" And Dan Drăgoi said: "It was a mistake. It was a mistake. For the state aid scheme we had to make a capital increase". But they had not taken state aid. He says, "it was a mistake, but we managed to now have 65% of the shares instead of 63%".

I spoke. Captain Idu was sitting there and we kept talking and eventually we agreed that they would redistribute the shares to Captain Idu and me in a certain proportion so that we would go back to the original holding structure.

Radu Soviani: What was this initial structure?

Raymond de Rubeis: When COMVEX was bought in 2006, a new company was formed called Bulk Project. SolidMet, where Dan Drăgoi is the only director, has been the only director since we did the privatization in 1996, because Solidmet was the Romanian company established only to hold COMVEX shares. Bulk Project was established to buy the shares of the off-shore holding company that was to own Solidmet. So Bulk Project bought 100% of Solidmet shares.

Solidmet had, at that time, in 2006, I think 52-53%. Through capital increases, until 2016, we had 63%. We made capital increases. By the way, all capital increases were done by us. I took care of all the financing. They were with our money. From the group. Because I was in charge of the group. Offshore.

Bulk Project was owned 55% by Captain Idu, through Octogon, his company, and we had a company registered in Cyprus called Beftstras Holdings Limited, and we owned 45%. In Befstras, I had 33.3%, Viorel Panait 33.3% and Dan Drăgoi 33.3%. We were equal shareholders. The deal was as follows: Captain Idu should put all the money, he put 12 million euros, and I have the documents, where he borrowed the money, from which bank, where it went, everything! And we'll pay the captain back. I have never received dividends. I also have all the transactions with the money paid to Captain Idu that have been recorded with all the money paid to Captain Idu. So that was about the Council, everything was fine.

Radu Soviani: You said that you were going to return to the original shareholder structure.

Raymond de Rubeis: Yes. And this is what happened: on September 19, when I was at COMVEX and there was no AGM, in fact it was not cancelled.

Radu Soviani: Wasn't it cancelled? When did you find out?

Raymond de Rubeis: I found out in December.

Radu Soviani: Did they lie to you?

Raymond de Rubeis: Yes. Continuously. On September 20, the general meeting of shareholders was held. At that AGM, the resolution passed by the Board of Directors when I was on the plane, on the way to Romania, and I didn't know anything, was a capital increase decision approved. The issuance of 6 million new shares, which was to happen in two phases: the first phase, for 31 days, in which all existing shareholders could subscribe pro-rata...

Radu Soviani: To keep his positions...

Raymond de Rubeis: Yes, to keep their positions. Then, the second phase, all the unsubscribed shares from the first phase. The second phase was for three days. So the first phase was 31 days, the second phase was three days, which fell on Fridays, Saturdays and Sundays.

RS: How is that possible?

Raymond de Rubeis: It is possible, as approved by the Financial Supervisory Authority. You could only subscribe on a Friday. It's all documented. What happened is that SIDEX subscribed in the first phase, Solidmet who requested the capital increase did not subscribe. So the shareholder with the majority holding of 63% did not subscribe. The subscription price, the value of the share, a COMVEX share in September 2016 was worth 22 lei. The subscription price is 2.5 lei, in the first phase. In the second phase it is 2.51 lei. And in the second phase, the capital increase was done on a first-come, first-served basis. Whoever was at the front of the queue received the first subscription right. What I found out in February 2017, because those documents were registered at that time, then I found out that Mrs. Anca Drăgoi and Mrs. Roxana Nicola (Viorel Panait's wife), i.e. their wives, subscribed 2,000,050 shares, which did not had been subscribed until the second phase, because Solidmet did not subscribe to the capital increase. On December 15, I found out all this. On September 20, we did not find out that their wives had subscribed, Dan Drăgoi did not tell us. He only told us: we got the shares, but without mentioning his wife. I asked because he said: we have more shares now than before. I assumed that he and Viorel signed.

Radu Soviani: So Anca Drăgoi was the first to arrive.

Raymond de Rubeis: Anca Drăgoi and Ruxandra Nicola were number 1 and number 2 on that list.

Radu Soviani: Did they subscribe over the weekend?

Raymond de Rubeis: They subscribed on Friday. The subscription period started on December 16.

Radu Soviani: The Friday before the weekend.

Raymond de Rubeis: That is very interesting. Let's go back on September 19th. Then, Anca Drăgoi buys 40 shares. For the first time, Anca Drăgoi buys 40 shares at COMVEX.

Radu Soviani: So he becomes a shareholder, for the first time.

Raymond de Rubeis: On September 16, Ruxandra Nicola bought 40 shares. So on September 16-19, their wives become shareholders at COMVEX, with 40 shares each. On August 9, I found out after things happened and I documented myself, that Dan Drăgoi had bought 40 shares. So Dan Drăgoi was now also a shareholder in COMVEX.

Radu Soviani: Not through a company, but personally.

Raymond de Rubeis: Directly, no and not through Solidmet. I had a lot of COMVEX shares in the past, but I'm left with 2,250 shares, directly.

In the first phase of the subscription, 8 branches of Raiffeisen were opened for 8,000 shareholders to subscribe. In the second phase, only one branch, in Bucharest. On December 16, the subscription starts, I assume at 9:00 in the morning. When the first subscription period ends, which is on December 14, Viorel Panait has the obligation to prepare a report and send it to BVB for publication, to say how many shares remained unsubscribed. That report is issued on December 15, at 1 p.m. There was a list made on December 15, with those who subscribed, and on that list, Ruxandra Nicola was in first place, and Anca Drăgoi was in second place. They subscribed at 13.15.

Radu Soviani: At 1:15 p.m.? How was it possible?

Raymond de Rubeis: That is the question. And so they put themselves in a position to subscribe millions of shares. When the subscription started on the 16th, this list already existed. This list should be cancelled, but the ASF doesn't care. At 1:15 p.m. they each subscribed 2,050,000 shares. In total, 4,150,000 shares were unsubscribed, because Solidmet had not subscribed. Together they subscribed 4,100,000 shares, leaving only 50,000 shares for subscription, for the remaining 8,000 shareholders.

According to some ASF documents, only 8 shareholders subscribed, all the shares were gone and there is an article in the newspaper, luckily a guy was there on December 16th and wrote the article, quoting those in the queue saying: " We sat here in line because we were told that the majority shareholder did not subscribe, leaving the shares to be subscribed by people in the second phase".

Radu Soviani: Is it in the newspaper?

Raymond de Rubeis: Yes, from December 16. And there are other things in the newspaper. Anyway, no one knew all this until February, when COMVEX sends the notification about the shareholders Anca Drăgoi and Ruxandra Nicola, which I think was in February 2017. That's when everyone found out. 17.5% of all Comvex shares were bought by Anca Drăgoi, 2,050,000 shares, at 2.51 lei/share, and they paid 1.1 million euros, for 17.5% of the company.

Radu Soviani: For a company, how much would it be worth now, in your opinion?

Raymond de Rubeis: There are rumors on the market that Dan Drăgoi spoke with a Russian company, a Swiss company and one from the Middle East and the figure circulated is 350 million.

Radu Soviani: Especially in this context, we will return to what happened then, because it resembles a recipe for stealing a company...

Raymond de Rubeis: It's the scheme of a scam. A scam. It is a coordination of Dan Drăgoi, Viorel Panait, to set up a system where they establish an irrelevant, unnecessary capital increase. And then the company that owns 63% of Comvex doesn't subscribe, but their wives do. So the shares that Soldimet should have subscribed were left for number 1 and number 2: Mrs. Drăgoi and Mrs. Nicola. Their wives. I now have a list that shows that, in the subscription process, Viorel Panait and Dan Drăgoi also subscribed. But they bought only 1,500 shares each, according to the wife. There is a lot of information that shows that it was a deliberate, planned action, a trap, to take 35% of the company, in the name of the wives. For the Drăgoi and Panait families. In April 2017, the COMVEX statute stated that, in order to establish a quorum at the AGM, 45% attendance was required. For quorum. In April 2017 they changed the COMVEX statute to say that the new quorum is no longer 45%, but 35%. Guess who had 35% of the shares?

Radu Soviani: The wife?

Raymond de Rubeis: It's so obvious. I made a complaint to ANAF, for transfer prices. First of all, I received an answer from ANAF that the decision they will make will be secret, it will not be made public. I wrote again, I am an affected person, I want to know. I received a correspondence from ANAF, from the Galati public relations and public communication department, to go to Galati to meet with them. With the public relations and communication department. To meet them. I said: "No, no, no! Transfer prices are checked in Bucharest, I don't have to go and talk to your PR people. I want a meeting with those from transfer prices because I want to provide them with evidence and information". No answer. Finally, I receive a call from a guy from ANAF, from the headquarters near the Băneasa crossing, asking me to meet a guy, Ştefan Giurgiu. I said, it's ANAF, Ok, I'm going. I went. I entered and there was a blonde lady at the table, who did not introduce herself. And he says: "We are listening!" I explain to them: "It's about the left pocket, about the right pocket, it's about a move from the left pocket to the right, he transfers his shares to the family, but avoids paying the price of the shares on the market, paying only 2.51 lei/share ". They are transfer prices. And the guy says: "Why did you come to us?" And I say: "You called me. Only you are responsible for taxes and fees". And I asked: "Why did you call me?" "We do not know!"

Radu Soviani: So they ignored everything, just so they didn't check...

Raymond de Rubeis: I also complained to ASF, the capital market regulator...

Radu Soviani: This is what happened in 2017...

Raymond de Rubeis: Then I filed all these complaints.

Radu Soviani: It is important in which month, because in May 2017 the president of ASF changed. Was it before or after May? Because Mr. Mişu Negriţoiu was the president of ASF until May.

Raymond de Rubeis: Mişu Negriţoiu was still there.

Radu Soviani: They are very good friends.

Raymond de Rubeis: I know. Likewise Mircea Ursache. Good friends. But I know Mircea Ursache from another context. I know who it is. So this is the situation. I wrote letters to ASF and ASF writes back: "We checked with COMVEX and COMVEX told us that they did everything correctly". Point.

I wrote more, I have all the letters, everything is documented. I said that I will write to ESMA - the European Capital Market Authority -, I will reach the level of the European Union. I wrote to ESMA, I complained. What I didn't understand, I should have known this but I didn't, is that all ESMA does is write to ASF.

Radu Soviani: Yes, he is only an intermediary.

Raymond de Rubeis: And he says to the ASF: "I received this gentleman's complaint"... What do you think the ASF could have said? Could he say: "Yes, everything was done wrong, it's fraud, it's insider trading, it's illegal"?

Radu Soviani: So they were completely backed by Mişu Negriţoiu and the others from the ASF.

Raymond de Rubeis: Mircea Urasche also signed a long, post-factum document for ASF, the special department that was supposed to deal with it said: "It's not about privileged transactions".

It's not about market manipulation, everything was done perfectly. But what they put in that report is extremely wrong. They said some things outside the law as arguments, it is totally wrong.

I went to the Court of Constanta. The first instance asks me if I want to cancel the AGM of the 19th. I say yes, because there was no AGM.

Radu Soviani: You were not informed...

Raymond de Rubeis: I was not informed.

Radu Soviani: You were lied to!

Raymond de Rubeis: I was on the plane, all this happened without my knowledge. Everything was faked. I went to the court, I invoked the laws of the capital market, the law of commercial companies and the civil code. The judge says to proceed with the case, but the other side opposes it, asking for absolute nullity. And the capital market legislation says that, if you want to make a complaint, you must complain within 15 days of the publication in the Official Gazette of the AGM decision and that you can only do it within 15 days of publication. I didn't know anything about that AGM until 2017. And I had no chance to do that, because only now is it obvious what happened.

The judge only invokes the capital market legislation, with that provision. And the case is closed. Without getting to the evidence. I'm going to the Court of Appeal, same thing. They are starting another process, regarding the change of the AGM quorum from 45% to 35%, because they were trying to form a monopoly, a control over the company. I'm losing this process too.

In July 2017, this time participating in the meeting of the Board of Directors, because they had to convene us. So, in April they told me to sign certain documents, I refused, I said it was illegal and that they had to issue a summons. So let it be official. And they issued the first summons for the meeting of the Board of Directors. We talked about some investments, I said that it is not good to invest now. Let's be honest. We decided to have a shareholders' meeting, we set it for July 31, 2017. Between the convening and the date of the AGM, Solidmet writes that it wants to introduce something else on the agenda: the revocation of the mandate of Raymond de Rubeis.

Radu Soviani: You were part of Solidmet.

Raymond de Rubeis: No. I was in the COMVEX boad. I indirectly owned 15% of Solidmet. But Solidmet had no shareholders' decision in this regard. They didn't ask Bulk Project for that. Even when Solidmet's decision was not to participate in the capital increase. Dan Drăgoi never convened the AGM. Bulk Project knew nothing about it. There was no AGM to say that Bulk Project agrees with Solidmet to dilute its stake.

The General Meeting of Shareholders thus had a new item on the agenda, I came on July 31, 2017 and it was just me, Bogdan Idu, Viorel Panait and the rest of Viorel's lawyers. One is Danilescu, I think he was involved as an accomplice in many things, because he is the lawyer who prepares a lot of things for Viorel. And, funny enough, he was in a law firm called Mareş - Danilescu - Mareş. Now the company is Mareş and Mareş. And I had a discussion with Mihai Mareş. Confidential. And I won't say what we talked about. But Danilescu left the company.

I appeared at the AGM and told them: what is the basis for revoking my mandate? Because my mandate is for 4 years and I still have 13 months left. What is the base? What is it? Nothing... I would have liked them to call me negligence, that I didn't work in the company's interest.

Something, a reason. Not! But on July 31 there was no quorum. All the lawyers were there, Viorel was there, the other shareholder was there, but there was no quorum, 35%. What happens to the quorum? The next day, the same people appeared and revoked my mandate. One of the lawyers had a mandate. August 1st is my birthday. I got punched in the mouth, happy birthday, you're fired.

Radu Soviani: So they totally removed you from COMVEX.

Raymond de Rubeis: Totally. Not just from COMVEX, but from the whole group. Because I had business in the group, although I own shares, I no longer have access to the financial circuit, I don't know what is happening. I do not know anything anymore.

Radu Soviani: Your own godfather.

Raymond de Rubeis: My own godfather (Dan Drăgoi). And I want to tell you something about my godfather. In 2005-2006 I separated from my wife. Unfortunately, things did not go well, I had two children, my wife wanted a different life. We decided to break up. where did i live I stayed in Dan's house for six weeks.

Radu Soviani: You were so close...

Raymond de Rubeis: Very close. Holidays. Parties. Birthdays. Lunches, dinners, restaurants. It was the closest thing to a "family" for me, in Romania.

Radu Soviani: But why did he want to do this and why in 2016?

Raymond de Rubeis: Something happened in 2014-2015-2016. Something happened, which I don't have access to, but something was happening. He was still an active general...

(To be continued)