In May 2018, Hochtief purchased 78.8% of Abertis shares through a public tender offer launched at € 18.36 per share. Hochtief increased its holding to 86.7% through market purchases made until June 13th. Taking into account that the Company holds 8.0% of the share capital in treasury shares, the minority shareholders that did not accept the offer made by Hochtief currently represent 5.3% of the share capital. On June 21st, Hochtief launched a purchase offer for the remaining 5.3% at the same price of the tender offer (€ 18.36 per share).
The EGM is called to approve the delisting of Abertis' shares (item 1), the reduction of the share capital through the cancellation of treasury shares representing 8.0% of the share capital (item 2) and to authorize the Company to buy-back and cancel treasury
shares (item 3). All the above mentioned resolutions are aimed at facilitating the forced sale of Abertis' shares by the minority shareholders that did not accept the offer made by Hochtief, through the delisting or a squeeze-out procedure. Although the squeezeout procedure would be in the best interest of the Company, reducing uncertainties and the costs related to the listing of shares, it might not be consistent with the minority shareholders' decision not to accept the offer made by Hochtief, as it will reduce their possibility to dispose of the shares at a higher price or just keeping their shares in a listed company. Provided that the voting decision should be taken by each minority shareholder considering its own interest in keeping the shares or selling them to Hochtief, we recommend opposition.
We also recommend that minority shareholders oppose the ratification of the appointment of 10 representatives of Hochtief on the Board (items from 4.1 to 4.10), due to the lack of independent representation (21%). Although an independent representation of 21% would be consistent with its new status as private company, it should be considered that Abertis is still a listed company and in our opinion a higher independence of the Board is required to protect the interests of minority shareholders that did not accept the offer of Hochtief.
Abertis Infraestructuras is the parent company of a group of companies engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics services. Its business purposes include the construction, maintenance and operation of motorways under concession in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorization, as the case may be.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Feasibility Study Results in December to be a Catalyst for this Junior
The redevelopment of the Liang Court site will create an integrated development linked to Fort Canning MRT station and facing the Singapore River promenade. ART’s Somerset serviced residence with 192 units is slated to open in 2H24, while CDREIT’s 475-room lifestyle hotel under Moxy brand is scheduled for completion in 2025. ART and CDREIT plan to stay invested in the Liang Court site. BUY ART (BUY/Target: S$1.66) and CDREIT (BUY/Target: S$2.05). Maintain OVERWEIGHT.
Due to a reallocation of resources, Haitong Research is terminating coverage of ACS, FCC, Ferrovial, Sacyr, OHL and Abertis. Effective upon this termination of coverage, our last recommendations, fair values and estimates should not be relied upon going forward.
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person. In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM. Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOS...
The general meeting is convened to approve a sale of Direct Energy, Centricans North American energy supply, services and trading business, to NRG Energy for $3.625 billion in cash (equivalent to approximately £2.85 billion) on a debt free, cash free basis. We agree that the proposed cash offer is reasonable considering the current market circumstances and the group’s needs in urgent action in light of the Covid-19 impact on earnings and unbearable indebtedness. The disposal of Direct Energy will simplify the group’s structure and will allow focusing on a new strategy enabling the transition t...
Le rapport spécial des commissaires aux comptes ne comporte aucune convention, ni nouvelle, ni ancienne. L'absence de conventions au rapport spécial est, sauf opéra on non signalée aux commissaires aux comptes, le signe d'une bonne autonomie du projet de l'entreprise et d'une meilleure intégrité économique du groupe, surtout pour un groupe familial (résolution 4). Proxinvest estime que le taux d'indépendance du Conseil est très insuﬃsant (23%). Notons toutefois qu'André Delion, membre libre de conﬂits d'intérêts potentiels, assure désormais la présidence du Conseil depuis le 22 août 2019.Quan...