Desblindagem of the statutes, approved yesterday after almost two years of deadlock, allow you to meet the time-the rules GOVERNING
The CaixaBank, despite all the assurances that it would not review the price, was even forced to climb up the contrast in the public offer of acquisition (OPA) to the BIS: the bank Catalan now offers 1,134 euros per each share of the bank, against the 1,113 euros initials.
The reason is that, with the desblindagem of the statute of the bank, approved yesterday in the general meeting, the Caixabank shall vote with 45% of the capital it holds. Thus, the voluntary TAKEOVER bid of bank Catalan became mandatory, and in this case, the rules of fixing the price are different. The offered price must be higher than the highest price paid by the offeror in the six months prior to the announcement of the tender offer, and still higher than the weighted average price of the shares of BPI in this period. The CaixaBank was buying shares of BPI in the bag, never above 1,113 euros offered in the voluntary TAKEOVER bid but below the calculation of the Bloomberg, which estimated an average price of 1,1387 euros.
The launch of the tender offer is still subject to the approval of regulators, including the ECB, the Supervisory Authority of Insurance and Pension Funds, the European Commission, the Banco de España, the regulator of Luxembourg, the monetary authority of the Cayman islands, the National Bank of Angola, Bank of Mozambique and the obtaining of registration of the tender offer with the CMVM.
Desblindagem resolves deadlock
The desblindagem of the statutes, approved yesterday in the general assembly after nearly two years of deadlock between the shareholders, allows OPA to proceed in time to meet the deadline imposed by the European Central Bank (ECB). Still, the fixing of the price by the rules of the Securities Code may not be peaceful. The minority shareholders of BPI, represented by the ATM, have already made know that they want to be appointed an independent auditor to set the price. Octavio Viana, president of the Association of Investors and Technical Analysts of the Capital Market, said to the DN/Money to Live that “Caixabank has the obligation to launch a compulsory TAKEOVER bid, since the price must be fixed with the use of an independent auditor under the terms foreseen in the Portuguese Securities Code, considering the disturbance of the price due to the voluntary TAKEOVER bid previously announced”.
The appointment of an independent auditor to set the price is a claim already old Santoro, since the first offer in April, with the representative of Isabel dos Santos to argue that the price was low. The value offered in the TAKEOVER bid this year was already lower than that offered last year, to 1.3 euros per share, which devalued since then the BPI in more than 260 million euros.
The largest shareholder in the Portuguese BIS, the holding company Violas Ferreira Finance, responsible for the legal obstacles to the desblindagem of the statute in the last few months, has pledged to withdraw the injunctions that have prevented the vote – that was contingent on this promise, but he also to appeal to the CMVM for that you have to evaluate the BPI “for that all shareholders are treated equitably”.
the Violas Ferreira, who holds 2.7% of the capital of the BPI, believes that should be analyzed in the loan from Caixabank to the angolan government, in the amount of 400 million euros, signed in August, as well as the proposal that the BPI reported to the CMVM the day before yesterday in the evening. The BIS proposed to Unitel (owned by Isabel dos Santos, a partner in Banco de Fomento de Angola) the sale of 2% of the position of the BPI for 28 million euros.
“THE BPI had no alternative, in the face of demands. The only alternative that is left consists of desconsolidar the bank to reduce the exposure to Africa, changing the shareholder structure at the BFA”, explained Santos Silva, denying that the proposal had as a counterpart the support of the entrepreneur, angolan Isabel dos Santos, a shareholder by Santoro, desblindagem of the statute.
The reduction of the participation of the BPI in the BFA in just two percentage points allows you to obey the rules of the ECB, even though the business has to pass by the approval if the Unitel accept the proposal. “In January, the ECB has not accepted the proposal of alienating ourselves 10%, but there was no GRANDPA to the BIS. I am convinced that these 2% will be sufficient to discuss this possibility with the ECB if the OPA next” kick Santos Silva.
THE ECB had given a deadline of four months for the BPI to solve the problem of exposure to risk angolans, assuming that the TAKEOVER of Caixabank would be completed by the end of October. Therefore, until the end of January 2017, everything should be rectified.
The CaixaBank is willing “to take control of BPI, to help the institution to face with guarantees the future challenges of the sector the Portuguese financial and regulatory requirements,” concluded Gonzalo Górtazar, CEO of banco Catalan.