Valentin Ionescu, BSE: The state could influence the listing of BCR

Valentin Ionescu, the managing director of the Bucharest Stock Exchange (BSE), considers that the state, through the AVAS, could intervene in order to get BCR listed on the Stock Exchange, which is something that he would like to happen.

Mr. Ionescu considers that the authorities should check whether the terms of the privatization contract of the BCR have been met and then act accordingly.

The listing of BCR is stipulated in the contract for the privatization of the bank, of 2006, which sets a deadline of three years starting from the moment of its signing, for the privatization of the bank. However, in 2009, Erste and the SIFs signed an Agreement by which they decided to postpone the listing by two more years, by inserting several conditions, some of which were pretty ambiguous, and which were not present in the initial contract. As a result, the listing of BCR currently seems rather uncertain.

The general manager of the BSE, one of the institutions which would be affected if BCR wasn"t listed, made the following statement for BURSA:

"The government could have a potential influence in the listing of BCR. Through the AVAS, it has the obligation to follow up on the contract for the privatization of BCR to check whether it was complied with. This is the main problem that I see here, there is no intervention from the authorities.

I want to have BCR on the Bucharest Stock Exchange, it would be beneficial for the banking sector, and for the BSE".

However, the director of the BSE is not the only one who considers that the state could have a say on the listing of BCR. In a recent interview for BURSA, lawyer Gheorghe Piperea said that the AVAS has the right to demand the listing of BCR on the Bucharest Stock Exchange, as per the contract concluded with "Erste". The Association of Investors on the Capital Market (AIPC) also issued a communiqué yesterday, in which it said that the listing of BCR is "completely compromised and depends exclusively on the benevolence of Erste and on a potential intervention of the Romanian state, through the Authority for the Recovery of State Assets".

• The state claims that it can not force the listing of BCR

However, the AVAS seems to have a different opinion concerning its involvement in the listing of BCR. In response to the question addressed by our newspaper on the means of pressure that the AVAS has available in order to force the listing of BCR, its officials have said that the AVAS can not cause the listing of BCR and has no legal responsibility for the agreement to postpone the listing which Erste signed with the five SIFs.

The officials of the AVAS said "(...) According to the documents remitted by the Buyer, at the end of the 36 months from the Date of Completion stipulated in the Contract, on August 21st, 2009, the Buyer has concluded an agreement with all the five SIFs (which together own 30.1175% of the 30.69% which all the minority shareholders of BCR own together) which stipulates that EGB (ed. note: the successor of Erste) and the SIFs have agreed to postpone any operations related to the listing of BCR".

It also bears mentioning that, in order to comply with the provisions of art. 13.2 letter j, the AVAS posted the contract by which the shares of BCR were sold on its website.

The AVAS, through a Note of the Board of Directors has acknowledged that clause 13.2 (ed. note: concerning the listing of BCR) has become irrelevant, and has notified the Buyer that its obligation towards the AVAS taken on the basis of that article of the Contract for the sale and purchase of the shares of BCR, no longer applies".

The agreement to postpone the listing of BCR provides that the signing parties will make all the necessary efforts to support each other before the AVAS, in order to get its consent to amend the Contract, thus allowing the obligation to take BCR public to be negotiated exclusively between the SIFs and Erste.

• AIPC: "The agreement to postpone the listing, has no legal value"

The officials of the AIPC said, in a communiqué issued yesterday, that the Agreement between the SIFs and Erste is has no legal value, since its signers have agreed on a "postponement" of the listing, which technically violates the clauses concerning the listing from the contract for the privatization of BCR.

The AIPC considers that the postponement of the listing would not have been possible without the agreement of the AVAS, which is not part of the agreement, or without the agreement of all the other minority shareholders, for the benefit of which the clauses of the listing were designed.

"The beneficiaries of the clauses concerning the listing of BCR were all the minority shareholders of BCR and not just the SIFs, meaning that they did not have the right to decide, together with Erste, the change of the right and of the deadline for the listing stipulated in the privatization contract, for the benefit of all the minority shareholders of BCR", the officials of the AIPC said, and added: "According to the provisions of the privatization contract, the listing of BCR should have begun in 2009, meaning that after that date, the right to request the listing is prescribed".

The AIPC also states that the Agreement to postpone the listing contains several conditions which would easily prevent the listing from ever taking place, such as allowing the selling of all of the shares of BCR that would be the object of the public offering at a "reasonable" price.

The officials of "Erste" said that they do not wish to comment on the position of the AIPC, but they said that the Agreement offers additional guarantees to all the shareholders of BCR who received shares from the stock offering program for its employees.