The suspension until September the decision on the deshielded of BPI’s statutes, which determines the success of the tender offer (OPA) of the Catalans of Caixabank, which already have 45% of the capital, prolongs the uncertainty about the future of bank and may penalize the BPI, as it limits the performance of the management team. Analysts contacted by Mad Money warn of the risk of the games of power between shareholders and board of directors.
“This postponement of the general meeting affect the bank because you can not make strategic decisions until this matter is resolved and because there is a takeover bid under way and a decision by the ECB about the exposure of BPI pending the outcome of the takeover bid Angola, “says Pedro Lino, president of DIF. For Albino Oliveira, the Patris, the impact may feel “in the sense that remains uncertainty about whether the offer launched on BPI by the CaixaBank will or will not succeed,” remembering that deshielded is a condition for the offer proceed. “This delay means that related to the tender offer process will also be extended it in time. On the other hand, continues the environment of discord between the main shareholders of BPI. “
Henrique Dias, the XTB manager, believes that there will be no impact on the bank’s management,” will only bring more time to the relative weighting to the object of the AG and the possible emergence of alternatives, as shareholders still failed to reach a consensus on the strategy for the bank. ” For the manager, “the board of directors will continue to perform his duties, as it has done since its powers were not limited. However, it is natural that arise game pressure between shareholders and the board of directors, “he warns.
A scenario that gains strength after advanced injunction by the Violas family to set aside the proposal of the board ( see box at right). The legal war that was anticipated and had already been alerted by the shareholder then actually materialize.
The injunction caused unease in the BPI board the breast. “Administrators have to keep full confidentiality of what is happening, so there was an administrator who has information in this privileged aspect, out for a shareholder”, accused the chairman Artur Santos Silva. And the board will act? “I will not at this time make any readings.”
“What happened shows that there are interests and power games. If it is true that an administrator has given rise to a leak, so its suitability should automatically be concerned and its future as an administrator as well, “says Pedro Lino.
Cold War until September
tension in BPI’s shareholders from within already have several months and intensified with the theme of deshielded the statutes. Isabel dos Santos, which has about 20% of BPI by Santoro (yesterday abstained) and BIC is against the end of the limit of the voting rights and has the support of the Violas family, with 2.68% the capital. Incidentally, the two shareholders chumbaram the first voting deshielded, which led to the withdrawal of CaixaBank OPA. . The Santoro and BPI Caixabank, which has 45% of BPI, ultimately unable to reach agreement to resolve the problem of excessive exposure of Portuguese bank to Angola
deshielded will unlock the impasse: BPI it is the largest shareholder of the Angolan BFA and is bound by the ECB to reduce its exposure in Angola. The ECB has four months to the Catalan bank to solve the problem from the date of completion of the tender offer.
The representative of the Violas family on the board assumes its frontal opposition to that “to solve a specific problem, “BPI” is delivered to its largest shareholder that is more convenient or is easier. ” The suggestion goes through a merger of the BFA with Caixa Geral de Depósitos in Angola. . “Neither group is majority and the issue is resolved”
The theme is central recalls Albino Oliveira: “In the event that the limit on voting rights not be removed, which in turn would take the CaixaBank to withdraw its offer, BPI would have to find another solution to this problem. ” If the statutes are desblindados, “the market would focus on the price offered by CaixaBank.” A shared vision by Henrique Dias, who stresses the importance of “strong alternative” to the requirements of the ECB.
Despite the suspension for 45 days, the proceedings of the general meeting left already anticipate what can be expected the newly appointed chairman of the general meeting, Osório de Castro (see box at right). When defining the proposal of the board would be voted on first, the chairman resolves a part of the legal imbroglio in which the General Assembly is steeped. AG convened under which Isabel dos Santos called “BPI diploma” – legislation requiring banks to convene by the end of the year, general meetings for shareholders to decide whether to continue with the armored statutes – had two . proposals asking deshielded
the first was to give input to the Violas shareholder; soon after, the board of directors. The difference is in the voting rules. The law provides that if the AG is convened by a shareholder vote yet take into account the shield statutes and must be approved by 75% of the capital represented; if it is called by the administration, the vote already held no votes limit, which gives wide Caixabank advantage in the likelihood of approval, which must be made by two thirds of the capital.
Pedro Lino argues that “the most likely scenario or more benefits BPI, at European and national financial environment we live in is the deshielded statutes,” emphasizing that remained shielded statutes “BPI shares would be hard-pressed and the price would be lower” .
Nothing changes for Caixabank
This decision is a decisive step in the future of BPI. The deshielded of laws is a condition for the takeover bid launched by Caixabank advance. An official source of the Catalan bank said the suspension “does not change the timing of the tender offer” in the last quarter of the year, probably in October.
It also does not change the schedule given by the ECB to solve the exposure problem excessive to Angola, since the period of four months without penalty given by the central bank account from the time of completion of the offering. This was even reinforced by Fernando Ulrich, chairman of the bank, told reporters. “The time that counts from the end of the Tender Offer and the Tender Offer is ongoing. No change. “
What seems certain is that this is the last attempt Caixabank to buy BPI. The President of Caixabank, Gonzalo Gortázar said in June that “if the shareholders chumbarem, understand the message”, prefiguring the tender offer will be withdrawn. And left the message:. “In the worst case the question that must be asked is not what will the CaixaBank do, but what will happen to BPI”
If the bid is successful, Gortázar ensured that BPI will maintain your corporate identity, brand and independence, its own board of directors, with legal personality and its shareholders, but will proceed with a cost-cutting plan that may imply the end of 1000 jobs – a number . advanced by the BPI board
Artur Santos Silva is concerned but confident a solution: “the result [suspension of deshielded] is not good, but it will be resolved”
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