On September 10th, 2021, One United Properties (BVB: ONE), one of the leading green developers of residential, mixed-use and office real estate in Romania, convened the first General Meeting of Shareholders (GSM) since the company’s listing on the Bucharest Stock Exchange. During the GMS, the shareholders approved, among other items, the distribution of 32.5 million lei in cash dividends, capitalization of premiums from this year’s IPO and the subsequent issuance of bonus shares in proportion of 4 new shares for every 5 shares held as well as the introduction of a new class of shares.
“I want to thank our shareholders for their support, which enabled us to complete our first post-IPO General Meeting to our highest satisfaction. We have very much appreciated the backing of our investors across all our proposals, which is another valuable sign of their confidence in our strategy. The Board and I are very pleased with today’s outcome and look forward to continuing the partnership with our shareholders on the journey that we have launched earlier this year. On behalf of the Board, our management and all of our staff; I can say that we look forward to working diligently and to capturing the opportunities that lie ahead of our company today and in future,” stated Claudio Cisullo, Chairman of the Board at One United Properties.
ONE shareholders were able to cast their votes in the Ordinary General Meeting of Shareholders (OGMS) and Extraordinary General Meeting of Shareholders (EGMS) in person as well as online, using eVote solution. The quorum on the individual points on the agenda of the OGMS and EGMS was above 90%. In the OGMS, the shareholders approved the payment of a dividend in the amount of 32.5 million lei, or approximately 0.02273 lei per share, which will be paid on October 11th, 2021, to the shareholders who hold ONE shares at the registration date of September 28th, 2021. The shareholders have further approved the appointment of Mr. Daniel Dines, or his suitable representative, as the permanent invitee to the meetings of the Board of Directors of One United Properties.
In the EGMS, the shareholders approved the share capital increase operation with the amount up to 228.8 million lei and issuance of up to 1,144,062,353 new shares with a nominal value of 0.2 lei per share through the incorporation of approximately 80% of the share premiums from the IPO that took place between June 22nd and July 2nd, 2021. The new shares will be distributed in a proportion of 4 new shares for every 5 shares held, to shareholders who will hold ONE shares on the registration date of December 17th, 2021.
Following the favorable vote of the Shareholders, One United Properties will introduce a new class of shares with 5 voting rights, referred to as Class B shares. Class A shares will continue to represent 1 voting right. The Class B shares will be exclusively awarded to companies Vinci VER Holding S.R.L. and OA Liviu Holding Invest S.R.L., which are wholly owned by the two founding shareholders, respectively Victor Capitanu and Andrei Diaconescu in their capacity as sole shareholders, following the conversion of a total of 22.74% of the existing Class A shares held by the two companies, in equal proportions. The remaining shares held by the companies respectively 18.39% and 18.39% of the total share capital of One United Properties, will remain Class A shares. Victor Capitanu and Andrei Diaconescu both abstained from voting on the respective point on the agenda, while approximately 97.6% of the votes casted on this item were votes in favor of the introduction of Class B shares.
Class A and Class B shares have the same dividend right, therefore providing an equal right to dividends to all the shareholders. Class B shares will not be publicly tradable and will be solely transferable between the two founding shareholders and their affiliates. If the Class B shares are transferred to persons who are not the founding shareholders or their affiliates, these shares will be automatically converted into Class A shares, meaning they will lose the additional voting right. Upon conversion, one Class B share will be converted into one Class A share, thus maintaining the same participation in the company’s profits.
Even though shares with multiple voting rights are not yet widespread in Romania, companies that have two classes of shares offering the same dividend rights, irrespective of the class of shares, but different voting rights for the founding members are common on both European as well as US markets, being used by companies listed on the New York Stock Exchange, NASDAQ, and Warsaw Stock Exchange. According to the global index provider MSCI, in Europe, dual voting structures are prevalent in Scandinavian markets where they represent 68% of the weight in Sweden, 53% in Denmark and 38% in Finland, followed by Italy – 30%. In addition, dual voting rights constituents had 20% weight in MSC Emerging Market Index as of 2018 research.
The option to introduce the two classes of shares with different voting rights is supported both by Romanian and European legal arguments and by the applicable practice of the High Court of Cassation and Justice, which, by decision no. 1148/2011 of March 16th, 2011, established that the provisions of Companies Law no. 31/1990 grant shareholders the freedom to establish by the articles of incorporation that certain shares give the right to more than one voting right per share. On top of it, the Romanian capital markets legislation repeatedly acknowledges the possibility to establish classes of shares with multiple voting rights in art. 42 and art. 43, art. 69 para. (1) of Law no. 24/2017, art. 2 para. (2) letter e), art. 188 and art. 201 of Regulation no. 5/2018.
On August 30th, 2021, One United Properties reported the results for the first half of 2021. The company posted a record turnover of 434 million lei in the first six months of 2021, a 96% increase compared to the same period of 2020 and a net profit of 147.5 million lei, a 267% increase.
On September 9th, 2021, Bucharest Stock Exchange announced that as of September 20th, 2021, ONE shares will be included in the BET index – the most important index for the Romanian capital market, which tracks the evolution of the most liquid stocks.