The proposal on amending the conditions was submitted by a bank’s stockholder who owns less than 5% of the share capital, his identity being kept undisclosed.
June 18, Carpatica’s stockholders approved a share capital decrease of RON204 million up to RON110 million, to cover the losses from previous years. The same day, the stockholders equally approved a share capital increase by RON110 million, to up maximum RON220 million, through issue of new shares at a face value of RON0.1 per unit.
Carpatica’s shares are listed on the Bucharest Stock Exchange at a price twice lower than their face value, namely at RON0.0453 per unit. Currently, Carpatica shares are suspended from trading on the Bucharest Bourse due to the share capital increase. Carpatica, owned by businessman Ilie Carabulea with a 41.2% stake, ranked 20th in the Romanian banking system end-2014, with a 0.9% market share.
In July, J.C. Flowers and several minority stockholders that act together with Ilie Carabulea signed a memorandum of understanding based on which the stockholders agree to start exclusive talks with the US’ fund to benefit from certain conditions for the share capital hike approved June 18.
During October 9 meeting, the stockholders must approve that the shares remained unsubscribed during the preference period be offered by the bank’s management for subscription within a private investment to private equity fund J.C. Flowers.
The newly-issued shares remained unsubscribed during the preference period will be sold at 0.1001 per unit.
Should the fund not express his written intention to underwrite the shares in a 20 days from the date indicated by the bank’s stockholder, the shares remained unsubscribed will be offered to one or many other investors.
According to Ziarul Financiar, J.C. Flowers is trying to take over both Banca Comerciala Carpatica and Greek-owned lender Piraeus Bank in an attempt to set up a bank worth of a top 10 position on the local market.
Officially, J.C. Flowers’s representatives held extended talks to take over a stake in Carpatica, but it would be equally interested in Piraeus.
End-2014, Piraeus ranked 11th in the Romanian banking system, with a 2.5% market share, while Carpatica ranked 20th, with a 0.9% market share. With an aggregate market share of 3.4%, the new entity would rank 9th among the largest banks on the local market.
J.C. Flowers, established in 1998, is one of the US’ funds specialized in the acquisition of banks depreciated as a result of the crisis. J.C. Flowers founder, James Cristopher Flowers, established his investments banker career at Goldman Sachs and has a fortune estimated at $1.4 billion, according to Forbes.
(English version by Manuela Panescu)