3. Equity

3.3. Delisting

3.3.1. Voluntary exclusion from trading

Last updated: September 12, 2022

Delisting is the process in which the Company´s shares are removed from the exchange listings. Delisting can be broadly classified as:

Voluntary exclusion of trading – When initiated by the Company or its shareholder(s);
Exclusion of trading further to a squeeze-out procedure;
Exclusion of trading determined by the Stock Market Operator – When the Company fails to comply with listing rules and such failure cannot be remedied, unless this measure would be likely to cause damages on the interests of the investors or on the regular functioning of the market.

Just as an IPO may be a natural step in the lifecycle of a Company, under occasional circumstances delisting may also be a rational choice at a certain stage of companies’ life. Being listed is not a definitive condition and the law foresees mechanisms for delisting as presented below.

Additionally, under specific circumstances the Regulator or the Stock Market Operator may force the exclusion from trading of shares. Nonetheless, in most cases the Company has the opportunity to solve the problem and revert the involuntary delisting process altogether.

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).

Requisites for voluntary exclusion from trading

The Company of shares admitted to trading on the regulated market or an MTF market in Portugal can apply to CMVM for the delisting of its shares. Delisting has to be decided:

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 an 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 section ‘5. Life as a Company with securities admitted to trading’, in particular the section related with ‘Market Abuse Regulation’ for further information on this subject.

3. Equity

3.3. Delisting

3.3.1. Voluntary exclusion from trading

What is the price to pay to acquire the shares held by the shareholders who did not vote in favour of the delisting?

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