Shielding of voting rights prevents splitting of African and Portuguese assets at BPI – Overview

Santoro, Isabel dos Santos, yesterday prevented the breakup of the Angolan and Portuguese assets at BPI, supported by the board. Voting against the 18.6% of Angolans, the General Assembly could not muster the two-thirds needed for approval, despite having met the ‘yes’ of 63% of votes cast (82.35%). This result is due to the fact that still in force the shield of the voting rights in BPI, which limits to 20% the voting capacity of the largest shareholder, the Spanish CaixaBank. They were thus unable to vote 24.1% of the 44.1% held by the financial institution that is part of the La Caixa group.

“It was the first time that the shield of the vote prevented the adoption of a good solution to the bank, “said the president Fernando Ulrich, who now considers” important to eliminate the limitation of voting rights. ” Incidentally, this same proposal was presented for discussion at the extraordinary general meeting, but still has no scheduled date.

If there were no shield, “the proposal would have passed with 73.8% of votes cast and 26 2% against, “explained Artur Santos Silva, BPI’s chairman. “This solution would enable and allow a bank that has great importance in the Angolan market remains associated with BPI interests”, at a time when “there are very important challenges and relevant European and Portuguese financial system.”

Ulrich stressed not have been given no argument from those who chumbou the decision.

Mending more balanced shareholder

the BPI is one of the major crossroads of her life. For determination of the ECB, you have to get up to April 10, a solution that reduces their exposure to Angola. The solution was consensual foresaw the creation of a new holding company, which would replicate the participation in today’s BPI, and would stop, turn the BPI without African assets, and another holding company that would bring together over 50% of the BFA (Angola) and 30% of BCI (Mozambique).

“It was the best proposal and European regulators were satisfied,” said Artur Santos Silva. Ulrich added: “In mid-December, reached no consensus that the split would be accepted provided that Angolans managed to rebalance position in society that grouped African interests.” What has meant that Spain’s CaixaBank accepted reduce its stake, in order to achieve a better balance of power between the two largest shareholders of BPI. “For weeks ago, the split was accepted, since there was a more balanced shareholder recomposition.”

CMVM does not exempt OPA

But the Isabel company of Saints wanted to make that reinforcement in the capital “without having to launch a takeover bid,” said Ulrich. But the CMVM has not agreed to an exemption of this Tender Offer. And with OPA, there is no split, at least in the opinion of Santoro.

“The situation is complex,” he explained the chairman of the BPI. “Angola is going through a difficult situation due to the oil drop. It is normal that the Angolan authorities are also concerned, since this involves the main bank of its financial system.

All of the BIS Board of Directors tried to show optimism in the viability of an agreed solution to the deadline imposed by the ECB. “We are in a great moment of transition of the European Union. Until the last moment, we will negotiate. There has been a constructive attitude on the part of all stakeholders:.. Santoro, Unitel, CaixaBank, European and Angolan authorities “

No fusion, no deshielded

But this optimism was one bit dazed before the statements of Mario Silva, representative of Santoro. In Serralves garden, where he met the general meeting, Mario Silva was adamant: “It makes no sense to insist on this solution, which does not respect the contractual and legal frameworks. Requires the authorization of different regulators. And it can not get. “

Mario Silva left the challenge will BPI’s management to” work other possible solutions. ” “It is best to adjust the route and work on viable alternatives,” he said, without having suggested any other solution.

As the proposed deshielded, that Santoro already chumbou also could not have been clearer “I maintain position. Like that BPI could be an active part in solutions that bring consolidation to the Portuguese financial system. “In memory of all is still BPI’s merger proposal with the BCP that Santoro has already put on the table. BCP also has as major shareholder Angolan state company Sonangol, in which Isabel dos Santos is taking on an increasingly important role. Ie Santoro will only accept deshielded in exchange for a solution that brings together African participation in the financial system in Portugal. No fusion, no deshielded.