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FAQ

Answers to frequently asked questions on Brisa - Auto-Estradas de Portugal SA’s loss of public company status
 

1. Has Tagus fulfilled the conditions required for the application for Brisa' loss of public company status to be approved? 

2. When does Brisa's loss of public company status become effective?

3. How long will Brisa's shares continue to trade on the Stock Exchange?

4. What is the amount of consideration offered by Tagus in order to buy the remaining Brisa shares via this exit mechanism?

5. How will the mechanism to buy shares be run?

6. What is the deadline for accepting the proposal by Tagus to buy-out the shares?

7. Can Tagus still change its proposal to buy the shares?

8. Are the shareholders required to sell their Brisa shares through this mechanism?

9. What happens if the minority shareholder does not sell their Brisa shares in this transaction? 

10. Can the shareholder sell Brisa shares even after Tagus' offer to buy has ended?

11. Can Brisa re-apply for the shares to be admitted to trading on the regulated market? 

 


 

1. Has Tagus fulfilled the conditions required for the application for Brisa's loss of public company status to be approved?  

Yes, Tagus complied with the legal requirements for loss of public company status laid down in the Portuguese Securities Code, in particular, Article 27/1/a) & /2 and also the mechanisms for implementing said requirements set out by CMVM in the decision that was communicated to Brisa and the market in February 2013 whereby on 5 April 2013 the CMVM granted the application for Brisa's loss of public company status. This application was submitted by Tagus on 5 September 2012.

The decision constitutes the final decision by CMVM and is available for viewing here.

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2. When does Brisa's loss of public company status become effective? 

The loss of public company status is effective as from 11 April 2013. This means that the exclusion from trading of Brisa's shares on the Stock Exchange takes place on that very day.

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3. How long will Brisa's shares continue to trade on the Stock Exchange?   

Until 10 April 2013, inclusive. This means that even after the market has become aware of Tagus' proposal to buy the remaining shares as disclosed on 5 April 2013, it will be possible to transmit "buy" and "sell" orders in order for same to be carried out on the Stock Exchange until the abovementioned 10 April 2013.

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4. What is the amount of consideration offered by Tagus in order to buy the remaining Brisa shares via this exit mechanism?

The consideration amounts to €2.22 (Two euros and twenty-two cents) per share.

This amount was established pursuant to Article 490/2 of Commercial Companies Code and substantiated by an independent Auditor's Report. As legally prescribed, this is available for viewing at the CMVM and Brisa's headoffice.

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5. How will the mechanism to buy shares be run?  

The shareholders who intend selling their Brisa shares to Tagus, in accordance with the terms and conditions established for the transaction and disclosed in a statement (Portuguese version and English version), should go to a financial intermediary (Bank) and indicate their intention to sell Brisa shares to Tagus.

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6. What is the deadline for accepting the proposal by Tagus to buy-out the shares? 

The time period is from 11 April 2013 until 13 May 2013.

It is envisaged that the physical and financial settlement of each transaction carried out pursuant to this mechanism shall take place on 2nd business day following the end of each 5 business day period wherein the proposals are forwarded to the respective financial intermediary, except for the last time period. The latter shall comprise 6 business days.

In other words, the settlement shall take place on a weekly basis on the following dates:

Receipt of Instructions to Sell

Financial Settlement Date

11 - 17 April 

19 April

18 - 24 April 

29 April

26 April - 03 May   

07 May

06 - 13 May

15 May

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7. Can Tagus still change its proposal to buy the shares? 

No.

As from 11 April 2013 until 13 May 2013, Tagus is irrevocably compromised, through Banco Comercial Português, S.A., to accept the proposals for selling Brisa's shares, free from liens or charges, which any Brisa shareholder addresses to Tagus, other than Brisa itself, Tagus or entities that are directly or indirectly holding any material stake in the latter pursuant to Article 20 of the Portuguese Securities Code.

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8. Are the shareholders required to sell their Brisa shares through this mechanism? 

No, this is an option that may be freely exercised.

The mechanism adopted does not amount to or entail any squeeze-out or sell-out procedures. It also does not represent the implementation of any other mechanism for acquiring shares which lawfully results in the duty of the shareholders to sell, against their will, the Brisa shares held by same.

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9. What happens if the minority shareholder does not sell their Brisa shares in this transaction? 
 

Brisa shares do not cease to exist nor are ownership of said shares affected, with the shareholder maintaining full rights inherent therein. This includes, inter alia, the right to any dividends in the event of the respective distribution of same being approved at the General Meeting.

The shareholder maintains its status, even though the shares held by same falls under the share capital of a "private" company, which is not subject to the CMVM's supervision.

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10. Can the shareholder sell Brisa shares even after Tagus' offer to buy has ended?    

Yes. Brisa shares will continue to be capable of being traded after 11 April 2013, notwithstanding that the offer to buy by Tagus has ended, according to the law relating to the transmission of shares representing the share capital of 'private' companies.

In compliance with the legal and statutory requirements, the shareholder who wants to sell the shares should find a buyer or ask the bank to do same. The transaction price shall be agreed between the parties and there will be no reference quote for the security transaction.

Shareholders should take the price list applicable to such OTC transactions into account as the value is usually different from that applying to orders that are executed on a regulated market ("Stock Exchange").

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11. Can Brisa re-apply for the shares to be admitted for trading on the regulated market? 

Yes, but only one year from the date of exclusion, i.e. from 11 April 2014, in this case, Brisa would regain public company status with shares listed for trading on a regulated market.