FC
Finance and Capital Markets
ONTIER SPAIN

De-listing Offer



Problem

A real estate company listed on the secondary stock-market with very limited floating capital and with almost a complete absence of operations crossing on the stock-market, which undermined the usual benefits of being a listed entity when taking into account the high costs associated with this status (cost of auditing, financial reporting, corporate governance etc.). The controlling shareholders did not have financial capacity to launch a tender offer to de-list the company to the floating capital of the company. The company operates in the property sector and had previously concluded a refinancing process, which was why it was relying on limited sources of finance at the time.



Solution

Advice in corporate aspects and in relation to the Securities Market Agency in order to convince the Spanish Securities and Exchange Commission of the viability of a de-listing by the company itself. Special attention to the necessary aspects for providing notice and holding a shareholder General Meeting which would allow them to approve the de-listing as well as the conditions of the offer to the minority shareholders. Coordination with the finance directors and the independent expert, which entailed the preparation of a valuation of the company in its state prior to the launch of the operation.



Benefit

Authorisation of the de-listing and de-listing offer on the part of the Spanish Securities and Exchange Commission. The company, as an unlisted company, has been capable of achieving a significant reduction in its general costs and has less regulatory and compliance charges. Its unlisted status is more in accordance with the company's present circumstances. Size of the Operation: 3,2 million Euros.

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