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New regulations for delisting by shareholders

08.02.2006, 20:57 6

Shareholders in companies listed on the Stock Exchange can decide to withdraw such companies from trading, even if they hold a stake accounting for less than 95 percent of the stock.

This can be done under certain conditions, after the National Securities Commission (CNVM) brought its own regulations in line with those of the Stock Exchange.

Thus, the decision to remove companies from trading must be in line with the Stock Exchange regulations, but shareholders who do not agree with the decision made by the general meeting of shareholders will have the right to exit the company and be paid a sum in accordance with the value of the stock they own, according to a National Securities Commission decision.

Based on the legislation passed in previous years, a company can be removed from trading on the stock exchange only if its majority shareholder holds more than 95 percent in the company in the wake of a public purchase offering, or if the majority shareholder bought, as part of the offering, shares accounting for more than 90% of the stock offered.

At the same time, the National Securities Commission can make a decision to this end, should it consider that given some special circumstances an orderly market could no longer be maintained for the securities issued by the respective company.

Withdrawal from the capital market can also take place if conditions set by stock exchange regulations and approved by the CNVM are met.

In line with the CNVM ruling, to decide upon their withdrawal from trading on the stock exchange, companies must add to the notification convening the Extraordinary General Meeting of Shareholders (EGM) a report drawn up by an authorised specialist with regard to the price per share that is going to be paid to shareholders who do not agree with this decision and want to renounce their participations.

Under these circumstances, the price corresponds with the average value calculated using at least two assessment methods that are in line with European evaluation standards.

The Board of Directors/sole administrator will also present, during the Extraordinary General Meeting of Shareholders, the specialist''s conclusions regarding the price per share offered to shareholders rejecting the company''s delisting, with the unitary value to be mentioned in the EGM decision.

Shareholders who want to leave the company have 45 days after the date the General Meeting of Shareholders decision is published in the Official Gazette to communicate their decision.

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