The holding company of the Queiroz Pereira family has denied accusations by the small investor association Maxyield that it was illegal to buy shares on the stock exchange after the offer period ended on June 15. Sodim claims that all acquisitions are formalized and validated by the Brazilian Securities Market Commission (CMVM).
Sodim missed its target of 90% of Semapa’s voting power following the takeover bid that ended last Friday and retained control 81.326% of the capital (66.093765 shares), representing 82.752% of the voting rights. Although the family-owned holding company did not reach that threshold, it was delighted to move closer to achieving its goal of concentrating its stock exchange presence at Navigator, adding that it will continue to buy shares on the stock exchange at the bid price (€ 11.66) those who intend to sell in the coming days.
“According to the mechanism contained in the prospectus and duly approved by CMVM, Sodim will remain the buyer of Semapa shares until June 15 at a price of € 11.66 in cash,” Sodim said. The ad attacked by Maxyield also emphasized in a statement that “The OPA has ended and Sodim’s acquisition of Semapa shares is subject to a new OPA, which may take 12 months to complete.” “Maxyield also advises that any action by Sodim financial intermediaries to facilitate the purchase of Semapa shares will be legally liable and will alert Banco de Portugal that they are illegal.”
Faced with these allegations, Sodim came to a denial of the illegality of the acquisitions, stressing that “all the transactions he conducted under the OPA were obviously subject to the Portuguese Securities Code, as they were all previously confirmed by CMVM,” the statement said.
In the same document in which he responds to the association’s allegations, Sodim points out “several gross errors in the interpretation of the rules of the Securities Code.” He immediately states that “the law does not prohibit Sodim from immediately continuing to buy more Semapa shares in or outside the regulated market. You are only prohibited from submitting new takeover bids for Semapa shares without prior permission from CMVM. ”
On the other hand, it says that “purchases on the stock exchange, which must occur within 5 business days after the calculation of the bid results, have already been included in the proposal prospectus, which has been approved by CMVM.”
Sodim also points out that “the second mistake is that whoever owns more than one third or half of the listed company’s share capital can only buy more shares through the OPA. In fact, what Article 187 CVM (Obligation to Launch a Public Offer of Acquisition) does is only an obligation to launch an OPA that exceeds the threshold of one third or one half of the listed company’s share capital, except through the OPA. ”
“In conclusion, any Sodim acquisitions of Semapa shares that may be made in the near future on the market or off the market, not only do not require a mandatory takeover bid, but are also permitted by law,” concludes the statement sent by Sodim.
Semapa shares continued to fall 0.34% at € 11.66 proposed by Sodim.
