The Government, advised by the National Securities Commission (CNVM), has decided to modify for the second time the new capital market legislation enacted this April.
The Government did not significantly change the calculation of the price at which the mandatory purchasing offers in view of delisting have to be put out, as the majority shareholders would have liked to, but gave them an advantage, though: the offer prices can only be disputed by the minority shareholders accounting for 75% of the shares targeted by the offer. The law had initially required 5% of the shares targeted by the offer. The changes were made by an emergency ordinance enacted in the Government session last week.
In case of those companies where the majority shareholders own more than 90% in the share capital, the shares held by the minority shareholders are scattered, so that putting 75% together is a difficult job, the minority shareholders argue. Therefore the offer price set by the auditor hired by the majority shareholder will be even harder to challenge.
The majority shareholders have also requested the Government to modify the manner of calculating the offer price, with one of the criteria considered to be the average price of the shares before April 2002, when the new capital market legislation was enacted. After April 2002, the new legislation binding shareholders with an absolute majority (more than 90% in a specific company) to put out a public offer in view of delisting the companies resulted in an increase in the price of shares of the companies falling into this category.
The majority shareholders, most of them members of the Foreign Investors Council (CIS) did not eventually get this modification enacted, with the price set as an average of the quotes of a specific stock for 12 months before December 1, 2002.
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