After months of deadlock, it all rushed in BPI in just 24 hours. The bank has finally managed to break free of the desblindagem of the statutes, approved this Wednesday in the general assembly (AG), but with a cost that may be high, by the cession of the control of Banco de Fomento de Angola (BFA) Isabel dos Santos.
while it is not possible to make accounts between what is gained and lost with the desblindagem of the statute. The CaixaBank received the light "green" to take control of the majority of the BPI, the value of the investment made in the institution. Despite already control 45% of the share capital of the bank, the CaixaBank could only exercise the voting rights of up to 20%, that is, it was not a participation domain.
With the end of the limitation of the voting rights, which was a condition for the advancement of the voluntary TAKEOVER bid that the spaniards rushed on the BPI, the comissão do mercado de Valores Mobiliários (CMVM) deemed that the CaixaBank started to have a domain situation. With this change, the bank Catalan started to be required to launch a new TAKEOVER bid, which, by having different rules of the voluntary offer, has meant a slight rise in the price. In the new offer, announced to the market in the early evening of Wednesday, the counterpart offered passes for 1,113 euros to 1,134 euros, or about two cents per share.
This value may be revised if it does not respect the rules of the compulsory TAKEOVER bid, set out in the Code of the Securities Market. According to these rules, the new contrast must be higher than the highest price paid by CaixaBank in the last six months prior to the announcement of the voluntary TAKEOVER bid and still higher than the weighted average price of the shares of BPI in the same period.
Fulfilled the requirement of the launch of the compulsory tender offer, it will be incumbent upon the CMVM to assess the preliminary conditions of the offer, in the framework of their registration. The regulator has already raised the suspension of the shares of BPI, which in the session scholar this Wednesday not come to negotiate, waiting for the decision of the AG and the developments following it.
the rise of The contrast of the OPA looks like an "invoice" irrelevant, but there is another account, in this case subtract, only the term can be made to the shareholders of BPI, particularly for the CaixaBank, which concerns the solutions proposed to solve the exposure to Angola, via BFA. The European Central Bank (ECB) was allowing successive delays to the administration of the BPI, but recently began to put pressure on the bank, waving with "undesirable consequences" to the institution, took over the bank’s president, Artur Santos Silva, at the press conference that followed the AG.
To meet the requirements of the ECB, the BIS is obligated to sell 2% of its position in the capital of the BFA, going from 50.1% to 48.1%. In practice reverses the positions with Unitel, controlled by Isabel dos Santos, which has therefore to take control over the majority of the institution, considered one of the best banking institutions of the country and that has guaranteed a high profitability to the national bank. Beyond the control of the majority of the capital, the agreement involves "the transfer of political rights of participation". In practice, the participation of BPI shall be purely financial, or may receive only the corresponding part on the results generated, in the form of dividends.
In the shareholders ‘ agreement the BPI try to safeguard their interests, but there are imponderables, which devalues, or creates some uncertainty regarding the value of participation now assumed. "Decreased the risk exposure of the BPI in Angola, but increased the risk of that you can take off from there", summarized one analyst contacted by the PUBLIC and who spoke on the condition of anonymity.
At the press conference, Artur Santos Silva highlighted the pressure from the ECB and could not hide his discomfort with the solution now proposed. “The BPI had no alternative that was not the de-consolidation of the BFA".
This was not the initial proposal of the directors of the bank, which sought to separate the business, distributing to the shareholders of the corresponding part of the actions of the BFA, a solution that the european banking authority has not accepted, and was fought by Isabel dos Santos. The same happened in the face of the proposal of Unitel, which wanted to buy more 10% of the share capital of angolan bank, that the directors of the bank are not welcomed and that, according to Artur Santos Silva, the ECB is not accepted.