The offer is general and voluntary having as object all the shares issued by SEMAPA that are not already held by SODIM nor by Cimo - Gestão de Participações, SGPS, S.A., SODIM’s wholly owned subsidiary. Depending on the legal mechanism used, the purpose of the offer for SODIM is to ultimately request the delisting of SEMAPA with the consequent exclusion from trading in the regulated market of the SEMAPA's shares.
As such, if SODIM, as a result of this offer, holds at least 90% of the voting rights of SEMAPA and acquires at least 90% of the voting rights of the shares that are the object of the offer, it will, within three months following the assessment of the results of the offer, use the squeeze-out acquisition mechanism provided for in the Portuguese Securities Code, and this mechanism entails, in immediate terms, the loss of the public company status (perda de qualidade de sociedade aberta) of SEMAPA and the exclusion of the shares of SEMAPA, and any securities that entitle them, from admission to trading in the regulated market, its readmission being prohibited for one year.
It should be noted that, in the context of the mechanism foreseen in article 194 of the Portuguese Securities Code, once the conditions mentioned in (i) above are verified, each of the holders of the remaining shares may exercise, within three months following the assessment of the results of the offer, the right to mandatorily dispose of their shares, having, for such purpose, to write to SODIM an invitation for it to, within eight days, propose such holder the acquisition of its respective hares, under the terms of article 196 of the Portuguese Securities Code.
It should also be noted that, in the context of the mechanism provided for in article 194 of the Portuguese Securities Code, it is foreseen that the acquisition shall be made for a fair consideration, in cash, calculated in accordance with article 188 of the Portuguese Securities Code, it being noted that if SODIM, as a result of the acceptance of a general and voluntary tender offer, acquires at least 90% of the shares representing the share capital with voting rights covered by the offer, it is assumed that the consideration for the offer corresponds to a fair consideration for the acquisition of the remaining shares.
However, if SODIM does not acquire at least 90% of the voting rights of the shares that are the object of the offer but it comes to hold at least 90% of the voting rights of SEMAPA, it will request the delisting of SEMAPA and, subsequently, it will then ponder if it shall proceed to acquiring the shares that remain in the ownership of the shareholders that did not accept the offer, through a potestative acquisition process (“squeeze-out”) of the shares of SEMAPA, under the provisions of the Portuguese Commercial Companies Code (“squeeze out” option that SODIM could use within 6 months from the date of the communication to SEMAPA that it has become the holder of, directly or indirectly, more than 90% of the respective share capital, a communication that must take place within thirty days after the occurrence of the aforementioned fact).
Finally, even if SODIM does not, as a result of the offer, directly or under the terms of number 1 of article 20 of the Portuguese Securities Code, hold 90% or higher percentage of the voting rights corresponding to the share capital of SEMAPA, SODIM may also decide to convene a Shareholders’ Meeting of SEMAPA to approve the loss of public company status (perda de qualidade de sociedade aberta) subject to a majority of not less than 90% of the share capital, and in this case it must be indicated a shareholder who is required to acquire, within three months after the approval of the request by the CMVM, the securities belonging, on that date, to people who have not voted in favour of any of the resolutions in the meeting. It should be noted that the minimum consideration for the acquisition of shares in that case must be calculated in accordance with article 188 of the Portuguese Securities Code as determined by number 4 of article 27 of the Portuguese Securities Code and it should be determined by reference to the date of publication of the convening notice for the general shareholders’ meeting that shall resolve on the loss of public company status (perda de qualidade de sociedade aberta).
In case SODIM comes to waive, under the terms provided above, the condition of success of its offer described above, SODIM will instruct Banco Comercial Português, S.A. and Caixa - Banco de Investimento, S.A., so that, during the 5 business days following the day of the assessment of the results of the offer, they seek the purchase, on behalf of SODIM, of all the shares representing SEMAPAs share capital that may be offered to it for that purpose, at the price, in cash, that SODIM has paid for the shares of SEMAPA in the context of the offer, i.e., the offered consideration deducting any (gross) amount that is attributed to each share, whether as dividend, advance for account of profit, distribution of reserves or other. The terms of these eventual acquisitions will be set out in the communication that will be addressed to the market informing about the waiver of the condition of success.
At the end of the aforementioned period for the eventual acquisitions, SODIM will disclose to the market, at the website of the CMVM (www.cmvm.pt) the result of such process and the number of Shares of SEMAPA that are held by SODIM.
In relation to any of the cases referred to in the previous paragraphs, SODIM reserves the right not to proceed with the squeeze-out mechanism if the consideration that comes to be determined in that context is higher than the consideration paid in the offer. As mentioned in the prospectus of the offer, and this does not replace the reading of the prospectus, SODIM intends to reach its objective with a view to streamline the group corporate structure by reducing the number of group holding companies currently listed, with The Navigator Company, S.A. (“Navigator”) remaining as the only publicly listed subsidiary of the group. The current situation where two listed companies coexist within the group stems from historical reasons, as further detailed on the prospectus. This does not replace the reading of the prospectus.
In accordance with the prospectus, and this does not replace the reading of the prospectus, this offer follows a previous public tender offer launched by SEMAPA in 2015 over its own shares in exchange for Navigator shares, by indication of SODIM, and would simplify the group structure and accompany the same purpose as in 2015, which is to allow investors to concentrate their investments in the group through Navigator’s shares. Moreover, investors willing to continue to invest in the main asset of SEMAPA may continue to do it directly through Navigator, a company that has presented, over the last 5 years, an average daily volume traded in euros on Euronext Lisbon about 4.5 times higher than Semapa’s**.
**Average daily volume traded year N (ADTV in euros) = Turnover of year N / number of sessions in year N. The average daily volume traded over the last 5 years (from 2016 to 2020) for Navigator and Semapa was 2, 91 million euros and 0.65 million euros, respectively. The ratio between the two values (2.91 / 0.65) is equivalent to 4.5x