If a company in which the State has voting control (e.g. having 51% or more of the voting rights) conducts a private placement of shares, the following issues may arise from the regulations on management of State capital in companies:
- The State’s shareholding percentage in the State-controlled company will be reduced as a result of the private placement. Generally, the entity which represents State capital in a State-controlled company (State Representative) is required to preserve and develop State capital in such company. Therefore, the State Representative must obtain a decision from a competent authority approving the reduction of State’s shareholding percentage in the State-controlled company. For an State Economic Group, such authority is the Prime Minister.
- Under Decision 37/2014 of the Prime Minister, the State must maintain certain minimum shareholding in companies operating certain industries (e.g. publishing, lottery, telecom). Therefore, a private placement of shares cannot dilute the State capital below the minimum shareholding level unless otherwise approved by the Prime Minister.
- An investor investing in a State-controlled company will likely want to have a direct shareholder agreement with the State Representative. However, it is usually difficult to have a bilateral contract with a State Representative who is a State authority.