Under the terms of Article 370.2 of the Portuguese securities Code, the Executive Board of the CMVM decided on 8 March 2000 to issue the following statement of opinion:

The CMVM was questioned as to whether, pursuant to the Portuguese Securities Code, a company whose shares have been subjected to compulsory acquisition, as defined in Article 490 of the Commercial Companies Code, should qualify as a company whose capital is open to investment by the public, henceforth referred to as a public company, to which a specially conceived statute is applicable.

Given that:

a) The CMVM, with reference to the Portuguese Securities Code, holds that a publicly subscribed company which has been the target of a compulsory acquisition resulting in full control, as defined in Article 490 of the Commercial Companies Code, must lose its public company status, since its entire share capital is acquired by a single shareholder;

b) The process of acquisition which leads to full control of a company, as defined in Article 490 of the Commercial Companies Code, is limited under the new regime to companies which are not public (cf. Article 490.7 of the Commercial Companies Code, appended by Article 13.5 of Decree-Law Nº 486/99 of 13 November);

c) The new Portuguese Securities Code establishes specific requirements to which processes related to acquisitions leading to full control of public companies are subject. The said provisions include the following:

• The precedence of a public offering for acquisition which results in the offeror attaining a 90% stake in the voting rights corresponding to the share capital of the target company;
• The publication of a preliminary announcement as a means of disclosing the decision to launch a bid to takeover the remaining shares in a company;
• Compulsory registration of the operation with the CMVM, which is responsible for approving the sum offered to minority shareholders in exchange for their shares;
• The subsequent removal of the target company's shares from regulated markets for a period of two years following the exercising of the right to acquire the remaining shares.

d) The new Code also brought the regime governing acquisitions leading to full control closer to that which governs the loss of public company status, especially with regard to improving transparency and safeguarding the interests of minority shareholders.

1 - The CMVM's opinion on the matter discussed in paragraph a) is hereby reiterated;

2 - It is also pointed out that the CMVM understands that the utilisation of the process provided for in Articles 194 and 195 of the Portuguese Securities Code, under the strict terms stated therein, and with respect to the provisions established therein, determines that any company whose shares have been the object of compulsory acquisition must lose its public company status.