Bolsas y Mercados Españoles (BME) may be about to cease to be a listed company. In the event that its new largest shareholder, the Swiss holding company Six, reaches 95% of its shares on September 5, it will execute the right of forced sale, it will take over the total capital and BME will go public.
This responds to a condition that Six self-imposed – the law establishes that reference percentage to exercise the forced sale at 90% – once the tender that it launched on 100% of the manager of the Spanish markets was settled with a level of acceptance of 93.16% of the capital on June 16. At the beginning of this week, the company reported that ten market operating days before the deadline for shareholders to sell the rest of the securities to Six, the capital in the hands of the Swiss group already reached 94.249%. He still had to get a little more than 0.7% of the shares.
There is another element to consider: the percentage of less than 5% that must be left out of Six’s hands to carry out the forced sale does not include significant shareholders who control more than 3% of the capital.
BME warned in the statement issued this Monday that in the event that there is a remainder of more than 5%, it will not carry out the forced sale and this will mean that the shares it does not control will continue to trade freely on the stock market; that is, in his words, “they will once again be subject to market conditions.” And they may not be favorable. In recent months, the price on the Stock Market has been subject to the public acquisition offer (takeover bid).
Because Six is buying these last titles at the price of the offer, 32.98 euros (discounting the dividend of the original offer equivalent to 34 euros per share). For Álvaro Jiménez, an analyst at Gesconsult, it is an attractive offer, so he would not understand why it was not attended.
For his part, Andrés Aragoneses, from Singular Bank, considers that, if it continues to be listed, the stock would have a significant problem of low liquidity: “Only 5% of BME’s capital would be susceptible to changing hands in the market.” “Thus, if a shareholder wishes to acquire or redeem an important position, it is likely that the operation will be carried out in several sessions and price ranges, given the low volume of buy and sell positions that could appear in the value,” he predicts. In addition, this expert foresees that, if that small remainder remains in the Madrid stock market, it is expected that its trading will be reduced, which may lead to an increase in its volatility.
Aragonese compares the situation with that of NH Hotels: after the takeover made by Minor International in 2018, only 5.86% of the capital of the hotel chain is listed after the buyer reached a controlling position of 94.14%.
Félix López, from Atl Capital, emphasizes the same idea: BME would be an extraordinarily illiquid security, so it would not capture the interest of institutional investors who require a certain volume to enter a company. In addition, López remembers, listing has financial and information costs: the regulation establishes that a listed company must render accounts periodically. In this regard, it is the circumstance that Six, the buyer of BME, is not a listed company. And the Swiss group, furthermore, does not appear to have any intention of becoming a listed company.
The manager of the Spanish markets is thus facing ceasing to be a listed company after fourteen years on the stock market. And this, after having lost Spanish ‘nationality’, since now their ‘bosses’ are Swiss.
Helvetia does not imply changes
But this circumstance, that Swiss capital has broken into a company as sensitive for a country as the one that manages its markets and acts as a platform for asset exchanges, has not led to changes for the operators who buy and sell shares or shares every day. bonds. López certifies: “Those of us who use BME in our operations have not noticed anything at all.” And compare this operation with the one that led the Italian Enel to take control of Endesa.
López anticipates the possibility of even improving its operations and profitability: if Six buys BME it is because it considers it attractive and synergies may be generated that benefit the operators.
Six is committed to keeping the headquarters in Spain for ten years
The Swiss holding company Six has acquired various commitments both with Bolsas y Mercados Españoles (BME) and with the country’s authorities during the acquisition process of the domestic group.
Thus, to begin with, although the will is that they remain in our country indefinitely, their promise is to maintain the headquarters, the effective place of management and the substantial operational capacity of the infrastructures in Spain for a period of ten years. key market, such as the Stock Exchange, BMEClearing and Iberclear. That commitment also includes key positions and functions.
In addition, in the event that there is a potential admission to trading of Six, that is, in the event that the Swiss group decides to become a listed company and requests its admission to trading of its shares, the operation will be carried out through through dual admission on both the Swiss and Spanish stock exchanges. Six, in the hypothetical event that it becomes a listed company, will be traded in Zurich and Madrid. Although company sources do not believe that this eventuality will come true in the near future.
Six will also allow market participants registered in Spain to enter its capital under the same circumstances as members and participants in the key infrastructures of the Swiss market. But the Swiss group rules out that it is going to carry out a capital increase to bring in Spanish investors. The incursion of these will only be possible in the event that any of Six’s current shareholders sells their participation or part of it.
Regarding employment, “Six intends to maintain, in general, the jobs of BME employees, and that their working conditions do not have significant changes during the twelve months following the settlement of the offer”, reads the operation brochure.
In addition, with regard to the board of directors, the Swiss company declares to comply with all the intentions set forth in the brochure, such as that a significant percentage of directors have Spanish nationality or have permanent residence in Spain, such as, at least, David Jiménez-Blanco (vice president of BME and independent director), Javier Hernani (CEO and executive director) and Belén Romana (independent director).