“The board of directors of the Securities Market Commission (CMVM) has decided, under Article 214 and paragraph b) of paragraph 2 of article 213 of the Portuguese Securities Code, the suspension the trading of the shares of Banco BPI, SA, to the disclosure of material information, “can be read in a statement in more detail.
the shares of BPI closed Thursday to fall 1.07% to 1.11 euros.
BPI shareholders decide on controversial deshielded the statutes
BPI’s shareholders meet today in two general meetings, one to elect the board of the general meeting and other, more controversial, to discuss the end of the limitation of votes and may give Caixabank effective control of the bank.
Then at 10:00 (time Lisbon), is scheduled the meeting to elect the members of the board of the general meeting, after the resignation of the president, Miguel Veiga, justifying health reasons in that was followed by the other members of this corporate body.
it will be proposed to shareholders to elect for the term of office, which ends later this year, the lawyer Carlos Osório de Castro as president, Agostinho Cardoso Guedes as vice president and Maria Alexandra Magalhães and Luis Manuel Alves de Sousa Amorim as secretaries, these two last transiting the last team.
Already at 11:30 follows another major meeting, which will address the issue of deshielded statutes, which gained more relevance due to the “war” between the major shareholders Portuguese bank, the Spanish Caixabank and Santoro Angola, Isabel dos Santos, daughter of Angola’s President José Eduardo dos Santos.
This shareholder conflict erupted because of the European Central Bank rules which require an reducing excessive exposure of the bank to Angola, but did notice the lack of understanding not only as a solution to this problem but also a strategy for BPI, leading to a halt.
it is that although the CaixaBank have about 45% of the share capital, has virtually the same power of ‘holding’ Santoro, which has about 19% of the capital, since the statutory rules of the BIS limit the votes in the general meeting to a maximum of 20 %.
in April, the government issued a law (which came into force on July 1) to facilitate the change of statutes in financial companies that businesswoman Isabel dos Santos appointed the “BPI diploma.” The daughter of the President of Angola considered it “a measure historically unprecedented” and “avowedly partial”, accusing the executive of favoring “one party”.
In this follow-up that comes the general meeting today to debate and vote on the deshielded statutes, where shareholders will decide whether to remove the numbers 4:05 of Article 12 and the references to this limitation in Article 30 That is, if they want to change the statutes so that every action to correspond to one vote.
However, there may be a legal imbroglio that has to do with the way will be the vote on point only the agenda and that will have to be decided by the chairman of the general meeting table.
the point is that there is a proposal to amend the articles that came from shareholder Violas Ferreira Finantial, which, according to legislation should be voted on in the general meeting with the existing limitation on voting rights.
However, also the Board of Directors submitted a proposal to amend the statutes, and in this case, and according to the law published in April, each shareholder vote with all the shares. Thus, the CaixaBank could vote with 45% of capital it holds.
This process happens when runs a Public Offering (IPO) of Caixabank on BPI launched by Spanish bank following the failure in negotiations with Isabel dos Santos.
the Spanish offer 1,113 euros per share, but the offer is conditional on removing limits the voting rights of shareholders, at which the proposed deshielded statutes not advance the OPA should also fall to the ground.
According to the BPI’s Articles of Association, it takes 75% of the vote to change the statutes of limitation of votes.
the BPI’s main shareholders the Spanish group Caixabank, which holds about 45% of the capital.
the second largest shareholder is Angola Santoro, with 18.6%, which relate to the 2.28% that the Bank BIC has the BPI, since both companies have Isabel dos Santos as the reference shareholder.
since the Allianz insurance company has 8.4% and 2.68% Violas family.
it is expected that the theme of deshielded statutes, Caixabank and Allianz vote in favor of deshielded while Santoro, BIC and Violas family are against.
BPI had profits of 45.8 million euros in the first quarter of this year, 48.3% more than in the same period last year, with the operation in Angola to contribute to 80% of the achieved result.
Lusa
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