March 1, 2021

The Supreme Court condemns Bankia for the exchange of preferential shares with inaccurate information

Bankia must compensate 1.3 million euros to a real estate company, Ferrer Morell, who in 2012 made a swap of preferred shares for "serious inaccuracies" about their economic situation, which resulted in the Fund subsequently of Ordered Banking Restructuring (FROB) set the real value of the action "in a very low sum". This has been established by the Civil Chamber of the Supreme Court (TS) in a resolution in which it contradicts the Provincial Court of Palma de Mallorca, which concluded that there was no prejudice for the preferential company because the securities exchanged – preferred shares, obligations subordinated and subordinated debt- for the shares "practically lacked value, so the devaluation of Bankia shares did not cause any harm, having simply produced an exchange of ruinous securities."

On the contrary, the High Court considers that the bank "did endow economic value" to the old securities, "by granting them a nominal value for the purpose of their exchange for shares, coinciding with the acquisition price". In the information deposited by Bankia on March 8, 2012 at the National Securities Market Commission (CNMV) -remembers the Chamber- a price of € 3.10 was established as the value of the exchange title / share. "Consequently, if Bankia itself determined the price of the exchangeable securities and the price of the share, it must be based on such amounts to calculate if there was a patrimonial loss," the Supreme Court said.

Ferrer Morell carried out various financing operations of mortgage and personal credit with Bancaja, later Bankia, for the development of its real estate projects and between 2002 and 2008, the real estate company acquired financial products from the bank and was the owner of preferred shares and debt and subordinated obligations for a total amount of 1.6 million euros.

"It is particularly relevant – the magistrates emphasize in the ruling – that precisely those same accounts that served as the basis for the Public Offering Underwriting (OPS) prospectus were the ones on which Bankia relied to offer Ferrer Morell the repurchase and amortization. of preferred shares and subordinated debt and obligations ". Based on these accounts, the Chamber continues arguing, "the exchange and amortization of the pre-existing securities was made with an equivalent value (that of shares delivered in exchange) that was far from reality", since after the FROB substantially reduced the value of the action. "Of the inaccuracy of this information and the injurious consequences that this had on the patrimony of the plaintiff, Bankia must respond," the Supreme Court stresses.

But the magistrates added that of the amount invested by the real estate company must subtract the benefits obtained while maintaining the investment in preferred shares, debt and subordinated obligations, in total 224,260 euros. Hence, the compensation that corresponds to 1,295,314 euros plus interest accrued.

In March 2012, Bankia offered Ferrer Morell to exchange the preferred shares, debt and subordinated obligations, for shares of Bankia itself, a proposal that the investor accepted by signing the corresponding orders. The exchange offer was based on a booklet called "repurchase and subscription", which accompanied the financial information of the consolidated entity as of December 2011, which for the Supreme Court was seriously inaccurate, which determined that the value assigned to the shares It was far superior to the real one.

(tagsToTranslate) ricardo coarasa

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