Ekonomik Korunma

Romanya'da Yatırım

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Letter of intent for Turkish investors

FERMIT SA is a  private, well known Romanian manufacturer of friction and sealing materials for automotive industry both for OE and aftermarket.

The company is a prominent name on the national market, the production being  structured in the following product lines:

- Brake pads for passenger cars, trucks, trailers, buses and light commercial vehicles

- Brake shoes for vehicles up to 3.5 to and assembled clutch facings for passenger cars and tractors

- Drum brake linings including drum brake linings  for vehicles over 3.5 tons, brake  linings for  railway, and  industrial brake linings.

- Drum brake linings for vehicles up to 3.5 to and for tractors.

- Clutch facings for automotive industry

- Clutch facings for tractors and pills for industrial sector

- Flexible strips for industrial use

- Sealing gaskets for automotive industry  and  industrial sector

- Sealing materials (branded Marsit and Novafer) for industrial and petrochemical field.

The shareholders’ interest is to find in Turkey  interested  investors in order to  buy the majority stake of the company.

Main strengths of the company  = Arguments for  investment

- Quality system certification in accordance with ISO 9001:2008, ISO / TS 16949:2009, integrated certification  for  environmental, occupational health and safety system  according to ISO  14001:2005 and OHSAS 8001:2008

- Products are internationally certified according to R 90  ECE ONU

- Very modern and  high productivity  equipment for production of friction materials.

- Experience in this industry and qualified personnel in all department ( technical and research, production, support activities).

- The existence of a strong department of Research Design and Development able to execute operations of  assimilation, technology transfer, research.

 - The existence of six warehouse with own distribution  that cover the entire country .

-  An ERP integrated management system,MFG PRO which make possible monitoring in real time of production, selling and stock volumes in any work area .

- Ability to meet customer specific requirements

- The company  has land and production halls available for new development

-  FERMIT is a company in European Union which have the gates of Europe open to export.

Between 11 to 14 April 2013, Chairman of the Board of Directors,  Mr. Traian Pandaru will be in Istanbul in a trade mission organized by the Ministry of Economy , Trade and Business Environment and ACAROM, at the Fair Automechanika Istanbul 2013 and would be deeply grateful if he could  set appointments with potential investors  interested in such investement in Romania.

 

Yours Faithfully,

President of Board of Directors

General Manager

Eng. Traian Pandaru

 

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AIDE – MEMOIRE

 

regarding the projects of privatization and investments raising

for the economic agents under the portfolio of the Ministry of Economy

The main objective of the Ministry of Economy (ME) is to sustain the economic growth. In this respect, there are considered the following short term main objectives and measures:

  • Improving the state owned companies performances by restructuring, in order to reduce the registered losses and to restrict the arrears;
  • Implementing the corporate governance law provisions, by removing the involvement of politics in the management of the state owned companies and by ensuring professional management in these companies;
  • Advancing the privatization process, especially where and when the privatization brings responsibility and caution in the managing of state assets and of resources  with the aim to modernize and develop the energy sector as the main engine of economic growth and of competitiveness;
  • Improving efficiency in exploitation of coal;
  • Accelerating the completion of the projects of national strategic interest in energy – Tarniţa-Lăpuşteşti Hydro Power Plant, Cernavodă Nuclear Power Plant - Units 3 and 4, the new power units at Rovinari, Brăila, Galaţi, etc.

In accordance with the objectives and measures provided in the Governance Program for 2013 – 2016 and following the recent discussions with the joint mission of the International Monetary Fund, the World Bank and the European Commission, measures of structural reform of economic operators under ME’s portfolio have been agreed to be developed the following components:

  • privatization and investments raising;
  • restructuring the economic operators registering losses;
  • reforming management of the state owned enterprises.

 

The main objectives aimed by the Romanian state in privatization and investments raisingraising process are the followings:

  • ensure financial resources to modernize and develop the energy sector;
  • ensure transparency of the privatization process;
  • get the best price.

 

For privatization and investments raising, the Ministry of Economy, through the Office of State Ownership and Privatization in Industry, intends to conduct the following privatization and investments raising projects:

  1. 1.       Sale on the capital market of minority stakes through Secondary Public Offer (sale of existing shares) or through Initial Public Offer (sale of new shares issued by capital increase)  

1.1. Secondary Public Offers (SPOs):

Sale process of a 15% stake at the National Company for Natural Gas Transport „Transgaz” S.A. Mediaş by Secondary Public Offer:

  • Transgaz S.A. is the technical operator of the national gas transmission system in Romania and ensures transport and dispatching of natural gas networks and systems. Also ensures international transit of natural gas on Romania’s territory and the diversification of natural gas transport routes for the European market;
  • The strategy for sale of the stake representing 15% of the company’s share capital was approved by the Romanian Government through the Government Decision no. 827/04.08.2010 for the approval of the privatization strategy  for sale of shares issued by the National Company for Natural Gas Transport “TRANSGAZ” S.A. Medias by capital market methods;
  • The offer is intermediated by the Underwriter consisting of Raiffeisen Capital & Investment, Wood & Company Financial Services and BT Securities;
  • Currently, there are in progress the activities for preparing the Secondary Public Offer for selling the stake of 15% of the share capital, and further to their completion, it will be launched the sale offer, by mid-April 2013.

 

Sale process of a 15% stake and admission to trading on regulated market managed by Bucharest Stock Exchange of the National Company for Natural Gas “ROMGAZ” S.A. Mediaş by Secondary Public Offer:

  • Romgaz is a company of national interest operating in the field of production, supply and underground storing of natural gas, which also carries out research and geological exploration activities for discovery of new reserves of natural gas. Romgaz holds the position of market leader and has a steady market share of about 40%;
  • The privatization strategy for sale of the stake representing 15% of the company’s share capital was approved by the Romanian Government through the Government Decision no. 831/04.08.2010 for the approval of the privatization strategy by public offer for National Company for Natural Gas “ROMGAZ” S.A. Medias and the mandate of the involved institution in developing  this process;
  • The offer is intermediated by the Underwriter consisting of Erste Group Bank AG, Goldman Sachs International, Banca Comercială Română and Raiffeisen Capital & Investment;
  • Currently, there are in progress the activities for preparing the Secondary Public Offer, and further to their completion, it will be launched the sale of a 15% stake of the share capital and admission to trading of Romgaz’s shares on regulated market managed by Bucharest Stock Exchange, by the end of October 2013.

 

1.2. Initial Public Offers (IPOs):

 

In order to generate additional investments in the energy sector, there will be launched offering processes for the sale of minority stakes for S.C. Hidroelectrica S.A. and S.C. Nuclearelectrica S.A. through 10% capital increase, via initial public offering (IPO), as follows:

 

Sale process of shares newly issued by S.C. Hidroelectrica S.A. through capital increase of 10%, via Initial Public Offer (IPO):

 

  • Hidroelectrica is the main power producer and the main system services supplier in Romania (80% out of the total services);
  • The privatization strategy of Hidroelectrica through public offer of capital increase by private capital participation was approved by the Romanian Government through theGovernment Decision no. 38/2012 for the approval of the privatization strategy of Hidroelectrica;
  • On April 2, 2012, the consortium consisting of BRD Societe Generale, Citigroup Market Ltd., Societe Generale and SSIF Intercapital Invest was selected as the authorised Underwriter. Up to now, there have been performed several  negotiation meetings  with the selected consortium on the intermediary documents with the view of signing the Engagement Letter;
  • On June 20, 2012, the Bucharest High Court of Justice admitted by civil sentence, the opening of general insolvency procedure as provided by Law no. 85/2006, as amended and completed, against Hidroelectrica and Euro Insol S.P.R.L. has been appointed as judicial administrator of Hidroelectrica;
  • Since then, the judicial administrator undertook several measures including the notification of the Romanian and foreign credit institutions where the company has opened accounts, the review of the energy supply contracts, creditors and receivables status. The insolvency procedure does not affect Hidroelectrica and National Energy System operation;
  • Under the insolvency procedure there is envisaged a significant restructuring process of the company, improvement of the revenues, optimizing the expenses and increase of the efficiency, thus resulting a restructured and efficient company, much more attractive for the private management and for the envisaged stake to be sold to the private investors;
  • The listing procedures of Hidroelectrica will be resumed after the company will get out of insolvency procedure and after the evaluation of reorganization outputs, under the conditions of the existing legal framework at that time.

 

Sale process of the shares newly issued by National Company Nuclearelectrica SA through capital increase of 10% via initial public offer (IPO):

 

  • Nuclearelectrica is the second power producer in Romania,  generating electricity and thermal power by nuclear technology and assuring approx. 20% from the total power generation in Romania ;
  • The privatization strategy of Nuclearelectrica through public offer of capital increase by private capital participation was approved by the Government Decision no. 39/2012 for the approval of the privatization strategy of Nuclearelectrica;
  • The offer is intermediated by the Underwriter consisting of Swiss Capital and BT Securities;
  • After the conclusion of the Agreement between Nuclearelectrica and the selected Underwriter (by mid-February 2013), there will be developed the activities for preparing the Initial Public Offer, and further to their completion, it will be launched the sale of a 10% stake of the increased share capital and admission for trading of Nuclearelectrica’s shares on regulated market managed by Bucharest Stock Exchange, by the end of May 2013.

 

Sale process of the shares newly issued by S.C. Complexul Energetic Oltenia S.A. through capital increase of 15% via initial public offer (IPO):  

 

  • By the Government Decision no. 1024/2011 it was approved the setting up of the Energetic Complex OLTENIA by merging SN a Lignitului Oltenia and the three energy complexes in Craiova, Rovinari and Turceni;
  • It is initiated and will be submitted for Government approval the privatization strategy sale process of the shares newly issued by S.C. Complexul Energetic Oltenia S.A. through capital increase of 15% via initial public offer (IPO). The next stage consists in the selection of the Underwriter to assist the company and ME in the minority privatization process, by April 2013.

 

The amounts resulted from the IPOs of the two companies will be cashed in by the companies and used in different investment programs.

 

 

The major objective envisaged by all these privatizations is to maximize the revenues resulting from the sale of the shares via public offering and to attract investments in the companies acting in energy field.

 

These privatizations also envisage other important objectives such as:

  • ensuring financial resources from potential investors from the country and abroad by dual listing at the Bucharest Stock Exchange and in other important financial centres of Europe;
  • strengthening the Romanian capital market, revival thereof, as well as raising private financial resources from potential investors through the specific mechanisms of the capital market;
  • encouraging the issuers to finance themselves through the capital market and further on continue the dialogue with the representatives of the trading companies or with the local public administration authorities to promote these measures; 
  • increasing the revenues to the state budget, generated by growing the activity on the Romanian capital market.

 

 

According to the provisions of the Underwriting Agreements concluded for these public offerings, during the preparing of the sale offers, the selected underwriters will provide their proposals regarding the optimum momentum to launch the public sale offerings, based on analysis of domestic and international capital market, of the national and international economic environment.

 

 

Trading these companies on the stock exchange, will ensure the private investors be part in the decision taking process of the management of these state owned companies, thus improving significantly the operational efficiency of these energy companies, by motivating the minority investors, ensuring transparency of decision-making and giving confidence to investors.

 

  1. 2.       Privatization through sale of majority stakes

 

S.C. Complexul Energetic Hunedoara S.A.:

 

  • By the Government Decision no. 1023/2011 it was approved the setting up of the Energy Complex Hunedoara by merging S.C. Electrocentrale Paroşeni S.A. and S.C. Electrocentrale Deva S.A.;
  • It is initiated and will be submitted for Government approval the majority privatisation strategy consisting in the sale process of the shares newly issued by S.C. Complexul Energetic Hunedoara S.A. through capital increase of 104% via initial public offer (IPO). The next stage consists in the selection of the legal consultant to assist the company and ME in selection of the transaction consultant, by end of March 2013.
    • After the merger of CE Hunedoara with the new entity created on the structure of the viable mines of CN a Huilei (National Company of Hard Coal),  there will be initiated the necessary actions in order to launch the privatisation of the majority stake of the company during 2013.

 

S.C. Electrica S.A.:

  • S.C. Electrica S.A. coordinates the distribution activity as natural monopoly in three geographical areas of Romania, as well as the energy supply which is developed on a competitive and regulated market, ensuring quality services for about 3.5 millions customers. Thus, in 2010, Electrica owned a market share, together with its subsidiaries, of about 26% which decreased in 2011 to 25%. There has been  initiated and will be submitted for Government approval the majority privatisation strategy consisting in the sale of the shares newly issued by S.C. DFEE Electrica S.A. through capital increase of 105% by initial public offer (IPO). The next stage consists in the selection of the legal consultant to assist the company and ME in selection of the transaction consultant.

 

 1. 3. Other projects

S.C. OLTCHIM S.A.

  • OLTCHIM operates in the chemical and petrochemical industry, being an important player on the international market of the chemical products;
  • There have been initiated actions for financial restructuring, for production relaunch through integration of Arpechim Piteşti petrochemical activities, and also measures for financing working capital in order to improve the company's business;
  • In order to increase the efficiency of the company and to speed up the privatisation of Oltchim S.A., OPSPI started the special administration and financial supervising procedure in July 2012.
  • Privatisation procedures initiated in September 2012 were subsequently revoked for failure of the winning bidder to comply with OPSPI's requirements.
  • On January 30, 2013, the Valcea High Court of Justice admitted by civil sentence, the opening of general insolvency procedure as provided by Law no. 85/2006, as amended and completed, against Oltchim S.A.: the consortium formed by Rominsolv and BDO Business Restructuring has been appointed as judicial administrator of Oltchim.

 

S.C. CUPRUMIN S.A.

 

  • The privatisation procedure of CupruMin S.A., finalised in early 2012, was subsequently revoked by the Romanian Government when the highest bidder, Roman Copper Corp Canada, refused to comply with certain terms requested by OPSPI. 
  • Currently, solutions are being searched in order to ensure the viability of the company’s activity.
  1. 4.      Raising investments through partnerships / joint ventures  

 

Raising investments through partnerships/joint ventures is intended for the following economic operators in ME portfolio:

 

  • NUCLEARELECTRICAcompleting the nuclear units 3 and 4 of 720 MW each, from CNE Cernavodă;

 

  • HIDROELECTRICATarniţa-Lăpuşteşti hydro-power plant with an installed power of 1,000 MW;

 

  • S.C. UZINA TERMOELECTRICA MIDIA S.A.a new unit of 50-150 MW project by setting up of a joint venture of  IPP (Independent Power Producer) type;

 

  • COMPLEXUL ENERGETIC OLTENIA :

-           a new unit of 500 MW project by setting up of a joint venture of IPP type at Rovinari;

-           a new unit of 500 MW project by setting up of a joint venture of IPP type at Craiova.

  • S.C. TERMOELECTRICA S.A. – CET BRĂILA -  new unit of 400 MW;

 

  • S.C. ELECTROCENTRALE BUCUREŞTI S.A.

-          CET Progresu Bucureşti – new unit of 200 MW;

-          CET Fântânele – new unit of 250 MW;

 

  • S.C. ELECTROCENTRALE GALAŢI S.A. - a new unit of 30 MW project by setting up of a joint venture of IPP type;

 

  • S.C. ELECTROCENTRALE DEVA S.A.  - 

-          a new unit of 660 MW project by setting up of a joint venture of IPP type;

-           joint venture for energy production by development of the hydropower potential of storage dam on Mures river through the installation of small hydropower plants.

 

 

By carrying out the privatisation and investment raising projects for the economic operators under the Ministry of Economy portfolio, it is aimed to modernize and develop the Romanian economy, to improve the energy efficiency, safety in exploitation, energy security, to meet the energy needs both for the present and for medium and long term, at a minimum price, suitable for a modern market economy and a high standard of life, in terms of quality, security of  supply, by observing the principles of sustainable development, all this leading to economic growth and competitiveness.

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