29 Mar 2023

Novabase launches partial and voluntary OPA

Novabase Sociedade Gestora de Participações Sociais, S.A., informs on the registration by the Portuguese Securities and Exchange Commission of the voluntary and partial public offer for the acquisition of own shares.

The Offer is launched over the shares representing the share capital of the Offeror itself - Novabase, Sociedade Gestora de Participações Sociais, S.A., a company issuing shares admitted to trading on a regulated market, with registered office at Av. D. João II, nº 34, Parque das Nações, in Lisbon, registered at the Commercial Registry Office of Lisbon and taxpayer 502 280 182, with the share capital of €942,041.82. In this Offer the Offeror is also the Target Company, due to the fact that the Offer is aimed at the acquisition of own Shares.

The Offer is partial and voluntary and covers a maximum number of 6,280,279 (six million, two hundred and eighty thousand, two hundred and seventy-nine) shares representing a maximum of 20% of the share capital of the Offeror and Target Company. Acceptance of the Offer is limited to Shares that are fully paid-up, with all the inherent rights and free of any encumbrances or charges.

The Offer does not cover the shares already held by the Offeror and Target Company, representing 6.58% of its own share capital (2,065,207 own shares). Additionally, the members of the management body that are holders of Novabase's shares and HNB - Sociedade Gestora de Participações Sociais, S.A. have communicated to the Offeror and Target Company that they do not intend to accept the Offer, not having, however, the Shares that they hold been blocked. The consideration offered is €4.85 (four euros and eighty-five cents) per Share, payable in cash.

The Offer Period is of 3 weeks, running between 8:30 a.m. of 29 March 2023 and 3:00 p.m. of 18 April 2023 (Lisbon time) and the acceptance orders may be received until the end of this period. Pursuant to article 183 number 2 of the Portuguese Securities Code, CMVM (Portuguese Securities Market Comission), on its own initiative or at the request of the Offeror and Target Company, may extend the Offer Period in case of revision, launching of a competing offer or when the protection of the interests of the addressees so justifies. The determination and disclosure of the Offer's results are expected to take place on the 1st working day after the end of the Offer Period, i.e., 19 April 2023.

The processing of the physical and financial settlement of the Offer is expected to take place on the 2nd working day following the date of determination and disclosure of the results of the Offer, i.e., it is expected to take place on 21 April 2023.

The Offer is not conditional upon the Offeror and Target Company acquiring, within the Offer, a minimum number of Shares. However, it is limited to the acquisition of a maximum of 6,280,279 Shares. The launch of the Offer was resolved by the Board of Directors of the Offeror and Target Company on 16 February 2023. The reduction of the share capital of the Offeror and Target Company by reduction of the nominal value of all shares representing the share capital has already been carried out and its purpose was to release the reserves necessary for the implementation of the Offer, having the share capital of the Offeror and Target Company been reduced from €32,971,463.70 to €942,041.82, with reduction of the unitary nominal value of the shares representing the entire share capital of Novabase to €0.03.

The capital reduction by redemption of own shares targets the Shares to be acquired under the Offer and, therefore, not the currently existing Novabase Own Shares. Pursuant to the same resolution, the Offeror's Bylaws will be amended with regard to the share capital and shares representing the same (article 4 number 1), and the exact amounts of such reductions/amendments may only be determined after the Offer is made, as they will depend on the number of Shares to be acquired under the Offer. For illustrative purposes and considering a scenario of full acceptance of the Offer (6,280,279 Shares), Novabase's current share capital of €942,041.82 would be reduced to €753,633.45.

Should the number of Shares presented by Novabase shareholders for acceptance of the Offer exceed the maximum number of Shares object of the Offer (6,280,279 Shares), the Shares validly presented for sale will be prorated proportionally, as follows: (i) The selling orders submitted by each shareholder for a number greater than the number that is the object of the Offer will be reduced to that number; (ii) A coefficient will be calculated between the maximum number of Shares to be acquired by the Offeror and Target Company and the total number of Shares submitted for sale in the Offer (after execution of the procedure referred to in (i)), rounded down. This coefficient will be applied to each of the selling orders validly presented during the Offer Period, with the adjustment made in (i).

After the application of the process previously described the Shares eventually necessary to complete the sale of the maximum number of Shares that the Offeror and Target Company intend to acquire will be drawn by lot among the selling orders of the shareholders that participated in the Offer. Following the Offer, and even if the Offer is fully accepted, the Shares of the Offeror and Target Company will continue to be traded on Euronext Lisbon. It should be noted that, in case the present Offer is fully accepted, i.e., in case all the shares object of the Offer (6,280,279 Shares) are acquired, this will imply that the shareholders that signed the Shareholders' Agreement exceed the threshold for the mandatory public offer (50% of the voting rights of the Offeror and Target Company).

In such case, said shareholders shall, immediately after the clearance of the Offer's results: i) publish a preliminary announcement of a general and mandatory public tender offer for the Shares, under the terms foreseen in article 187 number 1 of Portuguese Securities Code; or, alternatively, (ii) address a written communication to CMVM (Portuguese Securities Market Comission), undertaking to terminate the situation that determined the mandatory launching of a general tender offer, namely terminating the current Shareholders' Agreement within the subsequent 120 days, under the terms foreseen in article 190 number 1 of the Portuguese Securities Code. Therefore, and in this situation, the above-mentioned shareholders shall make a communication to the market soon after the disclosure of the Offer results. The possible public tender offer to be launched following the present Offer, to the extent that it constitutes a mandatory public tender offer, shall comply, namely, with the minimum consideration requirements set forth in article 188 of the Portuguese Securities Code, i.e., it shall not be lower than the highest of the following amounts: the highest price paid by the offerors or by any of the persons that, in relation to them, are in any of the situations set forth in article 20 number 1 of the Portuguese Securities Code for the acquisition of Shares, or that the offerors or any of those persons have obliged themselves to pay, in the six months immediately prior to the date of publication of the preliminary announcement; or the weighted average price of the Shares calculated in Euronext Lisbon during the same period. The consideration in such offer shall thus not be less than that of the present Offer. This information does not replace the consultation of the prospectus in www.cmvm.pt or www.novabase.com.

Novabase

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