14 March 2023
The Portuguese Securities Market Commission (CMVM) informs that at a meeting held on 14 March 2023, the Management Board passed a resolution to register the general and voluntary takeover bid of 35,228,749 shares of Sonaecom, SGPS, S.A. ("Sonaecom"), that was preliminarily announced to the market by Sonae, SGPS, S.A. ("Sonae") on 21 December 2022. This implies the approval of the respective prospectus.
Furthermore, since it is Sonae's intention to resort to the squeeze-out mechanism provided for in Article 194 of the Portuguese Securities Code (in case the requirements are met), the CMVM´s understanding, as stated in the answer to question 6 of the Q&As on the takeover bid on Sonaecom, SGPS, S.A. (translation will be available in due course), will apply:
i) in the event of Sonae reaching 90% of the voting rights corresponding to the share capital of Sonaecom, Sonae can, after the tender offer, exercise the squeeze-out mechanism at the bid price (€ 2.50), provided that until the date of the squeeze-out, it does not acquire Sonaecom shares at a higher price;
ii) the calculation of the mentioned threshold (90% of the voting rights representing the share capital) shall consider all Sonaecom's shares, including the 5,571,014 own shares which Sonaecom has committed not to sell in the context of the offer. The threshold will be reached if Sonae acquires, at least, 4,094,746 shares corresponding to 1.315% of the share capital.
It should be noted that in the preliminary announcement, Sonae defined the acquisition of the number of shares that would allow it to exercise the squeeze-out right as a condition of the tender offer's effectiveness. Sonae has since waived that condition: this means that it will acquire all shares for which an acceptance order is given, even if it does not acquire said percentage.
Lastly, it should also be noted that pursuant to Article 181(1)(b) of the Portuguese Securities Code, Sonaecom will be notified to update its report on the opportunity and conditions of the tender offer prepared by its Board of Directors and disclosed to the market on 4 January 2023.