Sale-Purchase with Payment in Instalments
Sale of Assets
Offer Price for Shares


With the enactment of Government Decision 441/2001, the Romanian government approved procedures for the acceleration of the privatization process within the tourism sector.

The decision sets out the following guidelines with respect to the implementation and finalization of the privatization process.

Sale-Purchase with Payment in Instalments

Where payment is to be made in instalments, interest will be applied to the quantum of each instalment, and will cover inflation plus 2% if the price is established and paid in Romanian currency. If the price is established and paid in foreign currency, London Interbank Offered Rate interest plus a margin negotiated by the parties will apply. The Ministry of Tourism will inform the buyer of the quantum of the interest 15 days prior to the maturity of each instalment.

The sale will be conditional on the buyers undertaking and carrying out certain investments. These include making essential repairs, upgrading works, ensuring tourists' safety and implementing environment protection improvements.

These rules must be observed irrespective of whether shares or assets are sold. ('Assets' here refers to properties that can be separated and organized so as to operate independently from the rest of the company's activities, such as units and sub-units for the provision of services, farms, trading facilities, accommodation facilities, public refreshment facilities and office facilities, or other similar assets, including the land attached thereto.)

Sale of Assets

Assets may be sold only where this has been approved by the general meeting of shareholders of the company that holds them, irrespective of their value. In the case of majority state owned companies, the general meeting of shareholders may make a decision on the sale only with the prior approval of the Ministry of Tourism.

Payment in instalments is also allowed in cases where the assets concerned are the object of lease contracts or joint ventures and where their purchase may be effected through direct negotiations with the holders of such assets, provided that the latter have invested at least 15% of the respective assets' market value in them.

Offer Price for Shares

As a rule, the offer price for shares is equal to their nominal value. In cases where no evaluation report has been prepared (eg, where the subject companies are traded on capital markets), the offer price will be equal to either the nominal value of the shares or the value of the shares on the capital market on the day prior to publication of the public offer (or on the last day of trading, as the case may be), whichever is the higher.


For further information on this topic please contact Adriana Gaspar at Nestor Nestor Diculescu Kingston Petersen by telephone (+40 1 201 1200) or by fax (+40 1 201 1210) or by email ([email protected]).