The Rompetrol Group (The Rompetrol Group NV Netherlands) has filed today a complaint with the National Securities Commission with regard to the repeated abuses of the latter and the blatant overstepping of its powers conferred by law, starting with the imposed obligation to conduct the public bids for Rompetrol Rafinare and ending with the recent ordinance suspending the rights deriving from the capacity of major shareholder.
In line with the provisions of Law no. 297/2004 and of article 74 of NSC Regulation 1/2006, the Group asks for the issuance, as a matter of urgency, of a decision concerning the approval of the notice on shareholders’ withdrawal submitted by the Group on May 13, further to the completion of the public takeover bid. As a result thereof, the Group’s interest rose up to 98.63% of the shares of Rompetrol Rafinare.
Furthermore, the Group asks for the immediate repeal of ordinance 335/July 28, 2010 on the suspension of TRG right to delist Rompetrol Rafinare, conferred not only by law, but also by its capacity of major shareholder, issued by the NSC in blatant breach of the provisions laid down by 297/2004 and by its own charter, approved by emergency ordinance 25/2002.
The Group also claims pecuniary compensations in the amount of 50 million USD for the prejudice incurred due to the issuance of such ordinance, while the priority is the judicial recognition of the repeated abuses towards The Rompetrol Group.
Among the issues claimed by the Group, we can count the unlawful and discriminatory grounds submitted in support of the ordinance, taking the form of the unfounded pretext of the safeguard of a public interest, the assumption by the NSC and by the Ministry of Public Finance, beforehand, of the capacity of shareholder, the speculations regarding the prejudices ancillary to the delisting of RRC, in consideration of the fact that the debt alleged by the Ministry of Public Finance is not due and payable and it only entitles the latter to receive interests. Therefore, in the period between 2004 and 2009, the aggregate amount of the interests paid to the state budget rose to around USD 225 million, being estimated to increase up to USD 260 million until the due date.
The discretionary manner in which the laws in force are construed, the freedom to issue other instructions/orders/decisions conflicting with the provisions that define the capital market, as well as the speculative statements delivered by NSC representatives, call in question the independence and competence of such authority “in creating and maintaining the requisite framework for the development of regulated markets”.
The Group reserves the right to use any and all domestic and international legal means for the compliance with the status of shareholder/investor in Romania and in the European Union.
The Rompetrol Group has always complied and shall comply with all legal provisions applicable in the areas where the activities thereof are carried out. During the 10 years of business and more, the Group became a major contributor to the state budget, transferring approximately USD 8 billion (USD 3.5 billion only in the period 2007-2009).