The report of the Board of Directors of the BPI, today published by the Commission for the Securities Market (CMVM), includes the statement of the vote of the administrator Edgar Ferreira, who assumes a “divergence deep” with the resolution of the Board of Directors of the bank in relation to the TAKEOVER bid launched by Spanish CaixaBank.
Stressing that it was “the only administrator who did not vote favorably,” the sale of 2% of the BFA (Banco Fomento Angola) “by the ridiculous amount of 28 million euros” and considers that “these acts of management in the course of a TAKEOVER bid are likely to lead to assessment and accountability in the judicial of the members of this Board of Directors”, Edgar Ferreira, today presented a letter of renunciation to the position of member of the administration of the BPI.
In the declaration of ballot annexed to the report of the directors of the bank, the administrator, the outgoing begins by saying that the Board of Directors of BPI understood that the price of 1,329 euros per share proposed in the previous TAKEOVER bid launched by CaixaBank in 2015 “is not reflected, then the value of the bank BPI”, at which time it considered that “the fair value of the shares would be 2.26 €” having advised the sale of the shares.
Already in the framework of the TAKEOVER bid is in progress, Edgar Alves Ferreira refers to the administration of the BPI found that the price of 1,113 euros per share presented by CaixaBank, “did not reflect the fair value of the BPI, which cifraria now on the value of 1.54 euros per share”.
“But, instead of successful in 2015, it is not counseled to its shareholders the sale of their shares, on the contrary, it considered the TAKEOVER bid timely,” adds the administrator to the outgoing.
Another aspect pointed out is related to the business concerning the control of the BFA, considering Edgar Ferreira that “the current membership of BPI in the BFA worth at least 900 million euros, up from 366 million in the CaixaBank assesses this position.
For the administrator outgoing, “the loss of the control of the BFA represents a loss to Banco BPI for the difference between what the participation is worth today will be worth after the sale of the 2%, that is, to 534 million euros (900 million — 366 million). And, consequently, a benefit for Unitel of the same amount”.
Edgar Alves Ferreira also criticizes the “lack of consistency” of the report of the directors of BPI and believes that there is “a clear tendency of this Board to go by adjusting the fair value of the bank and the argumentário associated with the conveniences of the moment.”
“The same bank BPI that last year I would have a fair value per share 2.26 euros, in may last, but only to value 1,54 euros and now 1,38 euros”, he said.
The former member of the administration of the BPI argues that “there existed other ways of resolving the problem of the great risks without the current OPA had to materialise, and, above all, without that the BPI offer (and the ‘offer’ is the correct term in casu) the control of BFA to a shareholder of Banco BPI, seriously undermining all of the other shareholders”.
Edgar Ferreira points out, as examples of “a possible merger of the BFA with the CaixaAngola”, an option that considers that “would perform the de-consolidation of the BFA in Portugal, sharing the control of the merged entity (…) and creating value for all shareholders of BPI”, and also the possible IPO of 30% of the BFA (15% BIS and 15% of Unitel) proposed by Unitel to 30 October 2015.
For Edgar Alves Ferreira, “all of this means only and exclusively that will be the other shareholders of Banco BPI, to be paid out of your pocket (with the leave unreasonably receive) the absence of the premium of control in the TAKEOVER of CaixaBank and the absence of a premium for control in the transaction of the BFA”.
The administrator outgoing accuses the administration of BPI be the “change in control over the greatest asset of the bank (with a loss avultadíssima of value recognized by the Board of Directors itself) to the success of the TAKEOVER bid by its largest shareholder,” and concludes that “the only shareholders to whom this BID is timely is itself the offeror and the(s) shareholder(s) control of the Santoro”, since, “for the other shareholders, is clearly inappropriate, with a consideration manifestly inadequate and unfair”.