Банкеръ Weekly



The companies with a special investment purpose are of two kinds - for securitization of real estates and for receivables. They will be purchasing real estates and debts of firms, but in order to cover their expenses they will be issuing stocks or bonds. As they are not entitled to engage in direct economic activity, the companies in question may close contracts with the so-called servicing firms, specialized in the respective branch, and pay them for the service. Moreover, under the legislative regulations, at least 30% of their equity capital should be owned by institutional investors - banks, insurers, etc.The first two companies with a special investment purpose - TBI - BAK - Real Estates and Capital Direct - 1 - will appear on the stock exchange in end-January. They were licensed on January 10 by the Committee for Financial Supervision. The owners of TBI - BAK - Real Estates are: Bulstrad, TBI Invest, and Balkan Consulting Company. As it is evident from its name, the company will be managing real estates. At the inauguration general meeting, held on September 8, 2003, the shareholders voted for an increase of its capital by BGN150,000 (equal to 30% of the equity), by issuing 150,000 shares of BGN1 par. In end-January the paper will be launched on the stock exchange for primary public offering. Thus, the number of shareholders in TBI - BAK - Real Estates will increase. According to legal requirements they should be at least fifty. Raiffeisenbank(Bulgaria) will be the company's depositary that will be effecting payments, The Executive Director of TBI Invest Stoyan Toshev explained in front of the BANKER weekly that the accent would be laid mostly on investments in trade areas, offices, real estates for housing purposes, and new construction.Capital Direct - 1 is owned by the Bulgarian-American Investment Fund (70% stake) and Bulgarian-American Credit Bank (30% stake). The company was set up on August 6, 2003 with equity capital of BGN500,000. It will engage only in securitization of receivables. The Committee for Financial Supervision confirmed its prospect for increasing its capital by an issue of 1,500 shares of BGN100 par. The company will be serviced by Bulgarian-American Credit Bank, and all payments will go through its depositary bank Biochim. According to legislative regulations, Capital Direct - 1 will be entitled to buying debts to Bulgarian banks and firms only, for which no compulsory or legal prosecution has been initiated. Regarding the debtor, the Act on Companies with Special Investment Purpose does not stipulate any restrictions. It may be registered both in the country and abroad. The managers of Capital Direct - 1 intend to acquire receivables of about EUR5-10MN, issuing debt instruments against them. The companies with a special investment purpose were expected with interest on the stock exchange as one more opportunity for investments. The most attractive thing about them is that they may use tax preferences. Unlike the other juristic persons, they will not be paying taxes on the proceeds from their operation. However, they are obliged to set aside 90% of their profits for dividends to shareholders, who on their part will be paying only 15% tax on the dividend. The Act on Companies with Special Investment Purpose was passed in May 2002. The idea of its authors Ralitsa Again and Miroslav Sevlievsky was to attract as many investors as possible to the stock market. Investment underwriters were also eagerly expecting the special companies, as they will be preparing their prospectuses and the secondary sale of their shares. And the launching of a new instrument on the stock exchange is always connected with expecations for a considerable stir-up of trade.According to brokers, others also intend to file to the Committee for Financial Supervision claims for licensing them as companies with a special investment purpose. Investbank, which plans to set up two such companies, and Capman Asset Management, will be certainly among them.

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