Portugal – CMVM Rasografica Takeover Bid

Portugal – CMVM Rasografica Takeover Bid

On 14 May 2021, POR CMVM issued derogation from duty to launch bid.

  • POR CMVM announced it granted derogation from duty to launch public offer for the acquisition of Rasográfica of shares of Lisgráfica SA under art 187.1 Securities Code.

Overview

  • On 13 May 2021 Board decided this per provisions of art 189 number 2 of Securities Code.
  • Derogation requested by reference to a change in the control structure of Lisgráfica (at Rasografica level, which controls Lisgráfica) in execution of Lisgráfica's recovery plan.
  • Approved in context of insolvency process, ratified by court order, already res judicata.
  • The change in control took place on 30 April 2021 (new shareholder structure is detailed).
  • As result, Rasográfica (that continues to hold over 50% of Lisgráfica's voting rights) is now held by the mentioned shareholders in equal shares.
  • Thus, in absence of evidence that would allow joint control over Rasografica by its new shareholders (or singular control of any of them), the chain of control re voting rights.
  • Ends in Rasografica (as cannot be imputed to someone else in shareholder structure).