Petrom's minority shareholders will be allowed to subscribe nearly three times less shares for ever share held than allowed for the Austrian OMV Group, which will acquire control of Petrom following the share capital increase. This is what Petrom's majority shareholder, that is the Romanian State through the Ministry of Economy and Trade, decided yesterday. The decision of Petrom's General Meeting of Shareholders took some of Petrom's minority shareholders by surprise, as they expected to have the right to subscribe at the same rate as the Austrians.
The minority shareholders will be able to buy 0.49 new shares for every share held, while OMV will be able to buy 1.3 new shares for every share, which forms the 33.34% it will acquire from the State. Other Petrom stockholders say they were expecting their subscription quota to be lower than OMV's, yet the main problem is that minority shareholders must be allowed to sell their rights to subscribe, as stipulated in the capital market law.
Petrom is to increase its share capital by no more than 456 million euros, though it will see up to 925 million euros reach its accounts, while a further 60 million, which account for debts to the European Bank for Reconstruction and Development (EBRD) will be swapped for equity. The shares, with a par value of 1,000 ROL, will be offered to both the minority stockholders and OMV at a price of 2,158 ROL/share. Petrom last traded for 2,270 ROL on the Bucharest Stock Exchange (BSE). The minority shareholders will be allowed to subscribe up to 70 million euros in shares.
OMV is to buy no more than 856 million euros in shares. The exact amount the Austrians will pay will depend on how much the minority shareholders purchase, allowing OMV to attain 51% in Petrom.
Petrom's most significant minority shareholder, SIF Oltenia, suggested during the General Meeting of Shareholders that the minority owners should be allowed to sell their subscription rights on the capital market. After having discussing the issue for a while, Petrom's shareholders made no decision in this regard. SIF Oltenia is interested in selling its rights because the regulations of the National Securities Commission (CNVM) do not allow it to buy any more in Petrom, since it already has more than 10% of the value of its total assets invested in that company. SIF Oltenia owns 1.2% in Petrom and has the right to subscribe to approximately 11 million euros in shares during the capital increase. The capital increase timetable, which allows shareholders registered up to September 28 to participate, establishes the start of the subscription for October 4. This leaves very little time for the pre-emption rights to be traded on the BSE.
The capital increase at Petrom will be the first on the Romanian capital market that gives some shareholders the right to buy more shares than others. However, following the increase, the minority stockholders will preserve their 7% in the company. OMV will attain 51%, EBRD will get 2% and the State will retain the remaining 40%. The subscription will be performed through the over 170 offices of Banca Comerciala Romana (The Romanian Commercial Bank - BCR) spread across the country and through BCR Securities.
vlad.nicolaescu@zf.ro
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