The largest shareholder of the BIS, the CaixaBank (owner of 44% of capital), came Thursday night state that welcomes the initiative (which has always defended) and desblindar voting rights, announced by the administration of bank but issued a warning that the future of his position on the bench is open: “the CaixaBank has taken no decision on their position in the BPI.” He says it will take “decisions it deems appropriate” depending on the outcome of the vote on the elimination of restrictions on voting and “other circumstances that may be relevant.”
On Thursday, the bank announced that administration voted by a majority a proposal of the executive committee towards lifting the shield statutes, which limits voting rights to 20% of capital, and that will have to be further subjected to a general assembly (GA) to schedule. Friday, BPI will also pool their shareholders, but now to vote on the creation of a new company to which the African assets will be transferred (especially Angola).
The deshielded the statutes of the BPI (to allow shareholders owning more than 20% vote with an identical proportion to their shares) left this time the executive committee, led by Fernando Ulrich, and given the green light of most members of the BIS board of directors, with the exception Mario Silva, the Santoro (Isabel dos Santos) and Violas group.
Although many administrators (there are independent) have been appointed as a nominee shareholder, since they are sitting on a governing body are required to have autonomous positions. But, on the assumption that there is an alignment with the investor, then it is concluded that around 80% of BPI’s capital was in favor of statutory change. Nevertheless, this is not sufficient. The approval of the measure in AG will require 75% of the votes present. And Isabel dos Santos and Violas group hold 20% stake and blocking power.
It is recalled that already in 2015 had there been such a decision is made, but then departed the largest shareholder, the Spanish CaixaBank, in the context of a takeover bid by BPI (and had the opposition Isabel dos Santos), but that was at the time refused by management.
The management of the request for waiver of restrictions on voting rights to enable the bank to respond to changes “very significant occurred in the Portuguese financial system over the recent past and the new and demanding challenges arising from such changes “. This context requires new “tools to address these challenges” and “provide performance tools to current and future shareholders,” namely, supporting “the bank’s participation in any merger.”
The statement of administration headed by Artur Santos Silva about changing laws was announced on Thursday, just hours before the general meeting which will vote “BPI’s spin-off” which will give rise to a new company, to incorporate the African operations (and meet the requirement of the ECB against exposure to this market): 51% of the Angolan BFA; 30% of Mozambique’s BCI (where it has the CGD as a partner); and 100% of BPI Mozambique (designed for investment banking). The new holding have the same shareholder structure of the Portuguese bank. The meeting on Friday will take place in Porto and starts at 10am.
The big unknown is whether what will be the position of Santoro, who has 18% of the vote, and power lock. If you vote against the proposed creation of the new company dies. But if you abstain or approve going forward.
In BPI’s Board of Directors the proposal for a company to receive the African assets was approved, including with the votes of Santoro, who indicated two managers for the new company, including Isabel dos Santos. However, Unitel (49.9%), controlled by Isabel dos Santos, and BPI’s partner in BFA, has come to speak out against the solution and put forward alternatives, but were leaded by BPI.
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