The general meeting of shareholders of MásMóvil will analyze this Tuesday the proposal of the board of directors of the company acquire the shares that are currently held by minority shareholders at the same price of 22.5 euros offered in the recent Public Acquisition Offer (OPA) launched by the KKR, Cinven and Providence funds, which meant that the operator ceased to be a listed company.
In the report on the proposal, MásMóvil has indicated that after the OPA and the subsequent Sustained Purchase Order, Lorca Telecom, the vehicle created by the funds for the operation, owns a total of 130,634,194 MásMóvil shares, representative of the 99.17% of its share capital, while the remaining 1,080,371 shares are owned by minority shareholders.
The operator points out that since the exclusion of the negotiation, numerous shareholders have contacted the company, the governing companies of the Stock Exchanges and the National Securities Market Commission (CNMV) to request a solution that allows make your shares liquid again, condition that they lost after being delisted on the markets.
Faced with this situation, the board of directors has deemed appropriate to propose the approval of an agreement to reduce the capital stock by redeeming the shares of these shareholders, for return of contributions at the price of 22.5 euros per security, the same as that of the OPA, «Which is equivalent to the real value of the company’s share at the date of this report».
The telecommunications company has remarked that with this proposal it seeks offer these minority shareholders a solution at the same time guaranteeing equal treatment between them and those who attended the OPA or the Sustained Purchase Order, in accordance with the usual practice in this type of situation.
As a consequence of this purchase offer, the board has proposed to shareholders a reduction in share capital in the amount of 21,607.42 through the redemption of 1,080,371 shares with a par value of 0.02 euros each. In this regard, it adds that there will be a separate vote of the shareholders affected by the capital reduction agreement and of those not affected.
It has also added that this capital reduction is positive from the perspective of the company’s social interest, given the simplification of procedures and procedures, as well as the elimination or savings of costs that a company with a plurality of shareholders entails, in particular those related to holding meetings. In your opinion, this will result in “Greater organizational and financial efficiency of the group”.
If the capital reduction agreement is approved with the double majority requirement, the reimbursement of the monetary contributions to the shareholders, which in total they add up to more than 24.3 million euros, It will be carried out through bank transfer within a maximum period of 30 business days from the publication of the last of the announcements provided for in article 319 of the Capital Companies Act.
New appointments to the Board
On the other hand, the agenda for MásMóvil’s extraordinary general meeting also includes the proposal of new members for the company’s board of directors, as well as setting the number of components of said organ at thirteen.
Specifically, the appointment as director, for the statutory term, of Stefano bosio to fill the vacancy for the resignation presented by John Carl Hahn with effect from November 26, 2020.
In this line, they are also included in the agenda the appointments of José Germán López Fernández and Miguel Juan Segura Martín to fill the vacancies left by the resignation on the same date of Borja Fernández Espejel and Pilar Zulueta de Oya.
Likewise, the board of directors also proposes the incorporation to the highest governing body of the company Cristina Serna García-Conde and Sinisa Krnic. Likewise, the amendment of the Company Bylaws will also be submitted to the shareholders meeting in order to adapt its regulation to the new status of the company as a public limited company, incorporate technical improvements and simplify its writing.