Photo: Industrial Holding Bulgaria AD
The Financial Supervision Commission (FSC) has issued final ban on the tender offer of Bulls AD to the other shareholders of Industrial Holding Bulgaria AD.
This can be seen from the decisions of the Commission, taken at the last meeting of its management, published on its website.
“Bulls” made its first trade proposal for repurchase of the remaining shares to the shareholders in Industrial Holding Bulgaria in mid-August at a price of BGN 1.9 per share.
At the beginning of September the FSC issued temporary ban of the proposal. Bulls adjusts price at BGN 1.99 a week later, but the regulator again has remarks.
The FSC emphasizes in its decision that the method of liquidation assessment of the company was not used in the initially submitted tender offer. Therefore, there is a circumstance according to which it can be assumed that the liquidation value may exceed the price offered by a trade offeror for one share of Industrial Holding Bulgaria AD.
The regulator is asked Bulls AD to make a similar valuation and it was submitted later, as an independent valuer determined the liquidation value of one share of Industrial Holding Bulgaria AD at BGN 1,984.
The FSC points out, however, that the evaluation report does not provide a justification for the determined value of the cost of financing with borrowed funds, which in turn does not allow to assess the reasonable and realistic determination of the weighted average cost of financing the capital used as a discount rate for the funds received at the end of the eventual liquidation procedure.
According to the regulator, no justification of liquidity is presented in the valuation report
On the basis of the findings on the content of the valuation report, it can be concluded that the annexed to the adjusted trade proposal valuation report does not give grounds to assume that the assessment of the liquidation value of one share of “Industrial Holding Bulgaria” AD is reliable, concludes the FSC.
“Bulls AD directly, through related parties and by virtue of concluded agreements, owns a total of 73,117,755 shares, representing 68.079% of the capital and 75.528% of the votes at the General Meeting of Shareholders of Industrial Holding Bulgaria AD. The company directly owns 60,486,788 shares, representing 56.32% of the capital and 62.48% of the votes at the general meeting of the holding.
In early August, Bulls concluded agreement for following a general management policy of Industrial Holding Bulgaria AD through joint exercise of voting rights with three other shareholders. DZH AD, holding 8.992% of the shares, Stock Tours AD with 1.798% and Twinson EOOD with 0.931% participate in the agreement.
The same agreement was concluded with three individuals holding together a total of 41,898 shares (0.039% of the capital and 0.043% of the votes at the General Meeting of Shareholders of Industrial Holding Bulgaria AD).
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