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Introduction
The reasons that support the decision of voluntary delisting are discretionary and will depend on the specific context of the Company. However, the most common rationale for voluntary delisting is the need to make room for profound reorganization of the Company (usually following a change in shareholder structure and/or control).
In some rarer cases, public companies may choose to become private when they identify, through a cost-benefit analysis, that the costs of being publicly listed exceed the benefits.
Requisites for voluntary exclusion from trading
The issuer of shares admitted to trading on a regulated market or MTF market in Portugal can apply to CMVM for the delisting of its shares when such delisting has been deliberated:
► At a General Meeting by a majority of not less than 90% of the voting rights; and
► If applicable, at meetings of the holders of special shares admitted to trading on a regulated market in Portugal or traded on a MTF and of other securities conferring the right to subscribe or acquire shares by a majority of not less than 90% of the securities concerned.
For this purpose, the application for voluntary delisting must be submitted to CMVM within 20 days of the date of the aforementioned deliberations.
In addition, for delisting to occur, the company is required to acquire, or appoint a shareholder or third party who undertakes to acquire, within three months of the approval by the CMVM of the voluntary delisting, the shares held at the date of the General Meeting by the shareholders who did not vote in favour of the delisting.
What is the price to pay to acquire the shares held by the shareholders who did not vote in favour of the delisting?
This acquisition of the shares must be made for a consideration in cash calculated in accordance with the paragraphs below, with reference to the date of disclosure of the convening notice the General Meeting. Additionally, such consideration must be secured by a bank guarantee or cash deposit made at a credit institution.
The price to be paid for the shares cannot be less than the highest of the following amounts:
a) The highest price paid by the offeror or by any related parties for the acquisition of shares , or which the offeror or any of those persons has undertaken to pay, in the six months immediately preceding the date of publication of the convening notice;
b) The average weighted market price of those shares during the same period.
The delisting is effective as from the publication of the CMVM’s favourable decision.
Confidentiality obligations
Public interests related with the integrity of the market require that the preparation process of exiting the market should be kept strictly confidential and restricted to a limited circle of people until being publicly disclosed and observe market abuse rules.
Please refer to chapter ‘6. Life as a listed company’, in particular the section related with ‘Market Abuse Regulation’ for further information on this subject.
