Emergency Ordinance No. 42 of 26 May 2005
on some measures for the reorganisation
of Casa de Economii si Consemnatiuni - CEC - ahead of privatisation
ISSUER: THE GOVERNMENT OF ROMANIA
Published in the Official Gazette of Romania (No. 463 of 1 June 2005)
Having regard to the fact that some provisions of Law No. 66/1996 on the reorganisation of Casa de Economii si Consemnatiuni in Romania into a bank holding the status of a joint-stock company, as republished, amended and supplemented subsequently, exempt the functioning of this institution from the application of the principles of the organisation and operation of banks, as well as due to the need to specify the legislative framework governing the privatisation process due for commencement in June-July 2005, the present Emergency Ordinance needs to be passed as soon as possible. The expediency also arises from the fact that prior to the launch of the privatisation process, the legal framework needs to be set for including clear provisions in the Information Memorandum pertaining to the bank;
pursuant to Art. 115 para. (4) of the Constitution of Romania, as republished,
the Government of Romania passes the present Emergency Ordinance.
Casa de Economii si Consemnatiuni joint-stock company (hereinafter referred to as “CEC”), Romanian legal entity governed by private law, is organised and operates as a bank in accordance with the provisions of Law No. 58/1998 – The Banking Act, as republished, with banking legislation being applicable to it, with the exceptions stipulated by the present Emergency Ordinance.
(1) On the date of the entry into force of the present Emergency Ordinance, the share capital of CEC shall be in amount of ROL 1,497 billion, divided into 1,497,000 registered shares with face value of ROL 1,000,000 per share. By the date the shares held in CEC shall be subject to the transfer of ownership, they all belong to the Romanian State, which shall exercise the rights and assume the obligations by the agency of the Ministry of Public Finance.
(2) By derogation from the provisions of Art. 10 para. (2) of Law No. 31/1990 – The Companies Act, as republished, CEC shall be able to operate with any number of shareholders from the date of selling the majority stake until the date the State sells its shares.
(1) Privatisation of CEC shall be accomplished based on the provisions of Law No. 83/1997 concerning the privatisation of banks in which the state is a shareholder, as amended and supplemented subsequently, of Emergency Ordinance No. 19/2004 regarding some measures to be taken ahead of privatisation, including the establishment of the privatisation commission for CEC, as amended and supplemented by Law No. 328/2004, of the privatisation strategy of CEC to be approved by the Government, as well as of Art. 34^1 para. (1) of Emergency Ordinance No. 88/1997 on the privatisation of commercial companies, as approved by Law No. 44/1998, as amended and supplemented subsequently.
(2) Law No. 137/2002 regarding some measures to speed up privatisation, as amended and supplemented subsequently, shall not be applicable to the privatisation of CEC.
(3) The Ministry of Public Finance shall exercise all its competencies in regard to privatisation process and all the rights, and shall assume all obligations arising from the capacity of shareholder in CEC on behalf of the State, except for those incumbent upon the privatisation commission of CEC.
(4) By derogation from the provisions of Art. 8 of Law No. 83/1997, as amended and supplemented subsequently, following the proposal of the privatisation commission of CEC and the endorsement of the National Bank of Romania, the Ministry of Public Finance shall prepare and submit the privatisation strategy for CEC to the Government for approval.
(1) Starting with the date the majority stake in CEC is subject to the transfer of ownership to the new shareholders resulting from the privatisation process, the deposits of individuals held with CEC shall be guaranteed in accordance with the provisions of Ordinance No. 39/1996 on the establishment and operation of the Bank Deposit Guarantee Fund, as republished, amended and supplemented subsequently.
(2) CEC shall participate in the scheme of raising funds for the Bank Deposit Guarantee Fund by paying annual contributions, including the increased contributions and the special contributions, under the terms and conditions laid down in Ordinance No. 39/1996, as republished, amended and supplemented subsequently.
(3) CEC shall pay to the Bank Deposit Guarantee Fund the first annual contribution relative to the covered deposits of individuals within 60 days from the date laid down in para. (1) above. This contribution shall be computed by applying the lawful percentage to the calculation base of the contribution determined for the last day of the month preceding the date of the transfer of ownership over the majority stake in CEC, depending upon the number of days remaining until the end of the year.
(1) Within 30 days from the date of the entry into force of the present Emergency Ordinance, the Ministry of Public Finance, in its capacity as the Government’s agent and the sole shareholder of CEC, shall approve the new statute of CEC via an Order issued by the Minister of Public Finance published in the Official Gazette of Romania, Part One.
(2) Until the date the lawful requirements for the entry into force of the statute approved in accordance with para. (1) above are fulfilled, CEC shall carry on its activity consistent with the provisions of Decision No. 1 602/2002 issued by the Government of Romania on the approval of the Statute of Casa de Economii si Consemnatiuni – CEC, as republished.
Starting with 1 January 2006, the operations performed solely by CEC on the basis of some pieces of legislation in force shall be performed by any other authorised bank or the State Treasury, based on the agreement concluded between such an entity and the stakeholder.
Natural or legal entities, either Romanian or foreign, which act directly or directly, severally or jointly and in relation to third parties, may not acquire the right of ownership over a number of shares representing more than 20 per cent of the total share capital of CEC, except for world famous banking and financial institutions.
On the date of the entry into force of the Statute of CEC, as laid down in Art. 5 para. (1), the following pieces of legislation shall be repealed:
(a) Law No. 66/1996 on the reorganisation of Casa de Economii si Consemnatiuni in Romania into a bank holding the status of a joint-stock company, as republished in the Official Gazette of Romania, Part One, No. 28 of 26 January 1999, as amended and supplemented subsequently, except for the provisions of Art. 4, which shall remain in force until the date laid down in Art. 4 para. (1) hereof;
(b) Art. 20 of Law No. 114/1996 – The Housing Act, as republished in the Official Gazette of Romania, Part One, No. 393 of 31 December 1997, as amended and supplemented subsequently.
CALIN POPESCU TARICEANU
Minister of Public Finance,