Monday , January 25 2021

Media Capital shareholders today voted in favor of Mário Ferreira’s management, but the ERC has already warned that it will reject the decisions – O Jornal Económico

The group, which controls Media Capital, TVI and Rádio Comercial, has a general meeting of shareholders (AG) for this Tuesday, but the Social Communications Regulatory Authority (ERC) requested not to hold the meeting on Monday. meeting.

Thus, “any decision taken during the AG” will not be taken into account by the ERC, as there is a “strong chance” that the business that led to the acquisition of shareholder Mário Ferreira in the ownership of TVI is effective, according to this regulator’s decision.

At stake is a shareholders ’meeting that will change the company’s bylaws and vote for new“ corporate entities for the 2020-2022 term ”. Initially, AG was scheduled for October 28, but in the middle of the process of announcing new shareholders of the TVI owner, the meeting was canceled. The “Work Follow-up Session” for this Tuesday, November 24, has been postponed from 12:00 p.m.

The shareholders ’meeting is particularly important, as the second item on the agenda mentions the appointment of new corporate entities. On the table is a proposal to appoint Mário Ferreira as chairman of the board of directors of TVI. The employer owns the largest stake in TVI, Pluris Investments (30.22%).

Triusia was the SGPS group, headed by Paulo Gaspar, son of Avelino Gaspar, who headed Lusiaves, who presented the list of proposed new corporate entities to the AG of shareholders. Paulo Gaspar is proposed as the ‘vice’ of Mário Ferreira and Avelino Gaspar appears as a member of the board of directors, along with faces already known to TVI management, such as Cristina Ferreira and Luís Cunha Velho. The Triun group is the second largest shareholder in the ownership of TVI, with 23% of the capital.

In fact, it will be the vote and nomination of the proposed list that will lead to the appointment of Mário Ferreira the president Media Capital, which wants to stop the ERC, understands that the group’s “doubts about the identity of the entities with classified holdings are well-founded.”

According to Monday’s deliberation, the ERC understands that the administrative infringement process aimed at clarifying whether Mário Ferreira has “rules” in Media Capital is underway in May, with Spisa still holding most of the shareholders 60% of the capital, TVI’s current shareholders do not have to deliberate.

This is because the ERC’s alleged infringement process has “a great chance” of “concluding the business under investigation.” [a entrada de Mário Ferreira na dona da TVI], For the purchase and sale of shares in the Media Capital group, is considered contrary to the Television Act and the Radio Act, as there is no permission to change the domain ”.

In this way, the agreement between Prisa and Pluris Investments announced in May will have no effect. This could lead to more imbroglio: if the agreement between Prisa and Mário Ferreira is canceled, there is the possibility of doing the rest of the business, which ended with the departure of Vertix SGPS (Prisa company) from the capital Media Capital, without any impact. .

If confirmed, this scenario “may result in a property review at the time and during the investigation phase of the administrative infringement process to ensure the effective holder (s) of the alleged shareholder (s), the purchaser (s), or the previous holder (s)”.

Therefore, the organization headed by Sebastião Póvoas “has asked the President of the General Assembly of Media Capital not to allow work or decisions to be taken that are not in the spirit of the law or have unviable consequences.”

For the sake of transparency, this regulator warns that “any decision taken in AG capital that could lead to a change in the domain of radio and television operators in Media Capital will not be recognized by the ERC as it requires the necessary prior consent.”

Opposition by the ERC to the holding of the shareholders of Media Capital when Pluris Investments is obliged to make an offer of 70% of the capital (OPA) of the capital, by decision of the Securities Market Commission. Values ​​(CMVM).

CMVM determined that Pluris Investments should make a takeover bid, “as it demonstrated the exercise of the principal capital influence between Vertix, SGPS, SA and Pluris Investments, SA until the sale of Vertix’s shareholding, SGPS, SA on November 3, 2020.” In other words that said, the capital market regulator understood that the decisions of Media Capital’s management, since May, had been agreed between Mário Ferreira and Vertix without legitimizing it in front of minority shareholders, when Prisa was still the main shareholder.

The takeover bid must be launched by November 25th.

Media Capital. The ERC declares the suspension of the right to vote for new shareholders

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