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The businessman Mário Ferreira, who holds 30% of the share capital of the owner of TVI, must launch a public offer for 5.31% of the total capital of Media Capital, according to the known determination of the Securities Market Commission (CMVM) . this Friday.
This 5.31% corresponds to the percentage that is in the hands of minority shareholders and that is not under the control of Prisa’s Spaniards.
“If the presumption is not refuted, Pluris must legitimize before the minority shareholders the acquisition of control resulting from its adherence to a control that becomes jointly. This legitimation implies the fulfillment of the duty to launch a takeover bid, which the law prescribes in these situations to allow the remaining shareholders the option of exiting under justified and fair conditions ”, the CMVM begins emphasizing.
However, businessman Mário Ferreira now has 10 business days to appeal this decision. “After the request, Pluris was notified, on October 9, of the preliminary decision to reject the submitted request so that, if it wanted, it could comment within ten business days, that is, by presenting evidence intended to clarify the issues raised in it “, determines the CMVM.
This means that in a still preliminary version, the CMVM decided that the businessman Mário Ferreira is obliged to launch an OPA (OPA) for Media Capital to buy the shares that he does not own and that are not owned by Prisa. The owner of Douro Azul can still compete.
This mandatory takeover bid is explained by a process that began in May, when Mário Ferreira acquired 30% of the capital of Media Capital from Prisa, while signing a shareholders agreement that gave the entrepreneur the right to have an opinion by selling more portions of the capital of the owner of TVI.
Faced with this shareholders’ agreement, which granted preferential rights over the shares sold by the Spanish, Mário Ferreira asked the CMVM to consider the absence of agreement (illusion) between the two shareholders, Pluris Investments and Prisa. But the CMVM responded this Friday with the rejection of that request.
CMVM considered that the agreements entered into between Vertix / Prisa and Pluris / Mário Ferreira and “the conduct of the parties established as a result of them constitute the concerted exercise of influence over Media Capital.”
Mário Ferreira and Prisa were notified this Friday of the draft decision to reject the application submitted by the owner of Douro Azul “to, if they wish, comment on it within ten business days, that is, presenting additional evidence to clarify the issues raised. in it, ”says CMVM in response.
When is it mandatory to launch an OPA? When the CMVM understands that there is only one shareholder that controls the listed company. In other words: the OPA is only mandatory when a shareholder exceeds 33% plus one share or half of the voting rights corresponding to the share capital.
In this case, on May 14, the businessman Mário Ferreira bought 30.22% of Media Capital, through Pluris Investments, in an operation carried out through a block assignment of shares for 10.5 million euros.
- News corrected at 10:53 p.m. to indicate that the CMVM determined that Pluris de Mário Ferreira should launch a public offering for 5.31% of Media Capital.
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