Thursday, September 29, 2016

“Yes,” the ECB is one of the five conditions to meet for Fosun to enter in the BCP – Jornal de Negócios – Portugal

The authorization of the European Central Bank and the easing of the limits of the vote in the Portuguese Commercial Bank (BCP) are still to be realised. Only with them the Fosun will enter in the capital of the bank. The negotiations, exclusive, between the investor and the bank are continuing. The results have to be presented in a next meeting of the directors of the BCP for which, officially, there is no deadline.

The administration of the financial institution met on Tuesday, September 27, and found “the favourable evolution of the already recorded as to the fulfilment of the conditions precedent to the proposed investment by Fosun was subject”. Remain, however, “conditions for verifying, among which are those relating to approvals by the entities banking supervision,” noted the statement from the bank to the Commission for the Securities Market (CMVM).

July 30, when the Fosun announced the intention of buying a 16.7% (and extend, potentially, the position of up to 30%), were soon pointed out seven major conditions for realising the investment.

what is already done

The first to be met was that of “did not need to conduct special contributions and recognition accounting immediate potential future contributions to the Resolution Fund national”. A contribution that might be required if the sale of the New Bank will be made with a high loss compared to 3.9 billion euros lent by the State to the Resolution Fund. But when the capitalization of Caixa Geral de Depósitos has been agreed, in the Summer, was clarified with the European Commission that there will be no mandatory additional, removing an obstacle from the front of the Fosun.

last week was the Government that came to the front to resolve a subject: changed the Code of the Securities to consecrate the reunification of actions. An operation that the BCP is authorized to do by the shareholders since April but only in September advances after the legal change being promoted, and with green light of Marcelo Rebelo de Sousa, in 48 hours. It is for this reason that, now, the BCP will move forward with the merger of the 75 actions in a single on October 24th. “Establishment and registration of the process of 'reverse stock split'” was the condition in question. The actions leftover from the reunion will be acquired by the BCP 2,57 cents.

what is there to do

But it is at a price lower than 2 cents per share which Fosun intends to stay with 16.7% of the share capital of BCP. That is a clause that must be met for the investment group that owns the insurance company Fidelity materializes.

There are more requirements that are yet to comply, as the BCP admits: “The approval of the supervisor of banking for the acquisition of a qualified shareholding by Fosun and the conclusion of meetings and/or discussions with the European Commission”.

For the rest, everything has to be approved by the board of directors: 1) “Approval by the board of directors proposal to be presented to the general assembly with a view to increasing to 30% of the limit on the counting of votes laid down in the statute of the BCP; 2) Approval by the board of directors, on the date of the subscription and realisation of the increase in reserved, of the co-option of at least two new members appointed by Fosun to the board of directors, which would also be the executive committee, and the board of directors come to co-opt up to a total of at least five new members appointed by Fosun to the board of directors, in context and in proportion with the increase of participation of Fosun in the BCP”.

The administration will convene a next meeting, no date has been indicated in the official statement. It is there that the executive committee under the command of Nuno Amado, after having completed the exclusive negotiations with that had to do with the group owner of the Fidelity, will present “their results for approval at the next meeting of the board of directors”.

All of this while the bank ensures that not occur to a situation that may aprovocar a “material change adversely affecting the BCP, or the proposed transaction”. It is the fifth condition, and that only if you can guarantee until the completion of the process.

Cs will be made of the merger of the shares of BCP’s?

How it will be made of the merger of the shares of BCP’s?

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