Only 7% of the shareholders of Spanish Stock Exchanges and Markets (BME) did not accept the takeover of Six. It seems an insignificant percentage, but it is very important to know its composition because the Swiss company could force minority shareholders to get rid of their titles. if they represent less than 5% of the capital. In other words, if a fund with more than 3% still maintains its shares, Six has the right to request a forced sale and exclude BME from listing.
This forced sale process is known as 'squeeze-out'. The law stipulates that this right can be exercised when the offeror has reached 90% of the capital, as long as no more than three months have passed since the period of acceptance of the takeover bid ended. It can also happen in the reverse direction, with retailers demanding that they buy their shares ('sell-out'). In any case, Six will have to pay the 32.98 euros per title that were offered in the acquisition offer.
It will be at the beginning of next week when I will have to communicate if the retailers represent less than 5% of the capital and, therefore, the requirements to initiate the 'squeeze out' are met. But it will not be a unilateral decision, since the intention of the new owner of BME is to maintain a "close dialogue" with the National Securities Market Commission (CNMV) to determine whether to execute this process, as stipulated in the prospectus of the opa.
For the Swiss company it is very important to reach 95% of the capital because only then can it decide whether to keep BME in the stock market or make it leave the parquet. In the offer prospectus, Six undertook not to exclude it from listing if the retail shareholders represented more than 5% of the share capital, although the low liquidity makes it make little sense to keep the holding company listed, which is why the Swiss intend to exclude it. of listing in one or two years, as recounted by 'Bolsamanía'.
The Six CEO Jos Dijsselhof, tiptoed over this issue. In a telematic press conference held last Thursday, he explained that "for now" it is not among his plans for BME to stop trading. He insisted that "it would only happen if we had more than 95%, in principle we are not there, so talking about 'squeeze-out' is not relevant or timely at the moment."
Six's takeover was positive after it was known that 93.16% of the shareholders had accepted it, who had in their possession a total of 77.89 million titles. Therefore, at a price of 32.98 euros per share, you will have to pay 2,570 million euros. At the close of the session this Friday, it was trading at 32.92 euros.
Several important entities have filled their pockets with this operation. According to CNMV records, at least 25% of BME's capital was held by up to 10 investment funds, with JP Morgan as the most outstanding with 6.05% of its capital. Reference shareholders also included: BlackRock (3.83%), Lyxor (3.33%), Norges Bank (2.28%), Sand Grove (2.28%), Kite Lake Capital (2.06%) ), Farallon Capital (1.77%), Goldman Sachs (1.66), Syquant Capital (1.03%) and Boussard & Gavaudan (1.02%).
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