According to the information contained in the tender offer, shares of North Coast SA the call will be purchased under the price of PLN 3.80 per share, regardless of the type. As is, among others, stated in the tender offer “Offer Price per Share is not lower than the arithmetic mean of the average daily trading volume-weighted price of the last 83 days before the date of the Tender Offer, which is 3.80 PLN (three gold and eighty cents) and which has been calculated in accordance with the requirements of Art. 79 paragraph. 1 point 1 b) of the Act for a period of less than six months prior to the announcement of the tender. ”
The adoption by calling 83 day period, on the basis of which the price in the tender offer, and explains the entity announcing the call, is the result of share consolidation process (ie. Resplitu), which took place on 24 September 2014.
In the opinion of the requesting stock quotes before they merge not be counted in the calculation of the average price for the 3 and 6 month.
Meanwhile, in the opinion of the Association employed by Salford Investments Sp. with o.o legal basis for determining the price of shares of North Coast SA is, however, incorrect. The Offeror, in the assessment of SII, wrongly assumed that the shares of North Coast were listed on a regulated market for less than six months, and, consequently, incorrectly calculated it as a price not lower than the arithmetic mean of the average daily trading volume-weighted price of the last 83 days prior to the tender offer.
First of all, you must be emphasized that the shares of North Coast SA are traded on a regulated market since 2006. The Offeror as a turning point, however, to determine the period from which calculated the price of the shares in the tender offer, accepted the date 24 September 2014. Ie. The date of exchange of shares of North Coast SA associated with the merge action, and determined by the NDS.
This position is in the evaluation of the Offeror SII baseless and false in the light of the art. 79 of the Act on Public Offering. It should also be borne in mind that the shares are merging technical operation involving an increase in the nominal value of the shares while reducing the total number of shares. The share capital of the company is not changed, and the whole operation is neutral for determining the price of shares listed on a regulated market after the date of the exchange.
Special emphasize also requires that the result of the reverse stock split operations in North Coast SA shares of the Company are still marked with the same series, and further identified by the National Depository for Securities with the same code.
The fact that only reinforces the idea that the Offeror in setting the price in the tender offer should be considered when calculating the price in the tender offer period longer than trading 83 days, so the average of the quotations 3 and 6 months – emphasizes Piotr Cieslak, Vice President of the Association Individual Investors.
The Association filed a notice to the FSA for requesting a commitment by the Commission to announce the call to the correct total of the tender offer price of the shares of North Coast SA, taking into account the arithmetic mean of the average daily trading volume-weighted price (net of reverse stock split), also from the period prior to 25 September 2014. in accordance with the provisions of Art. 79 of the Act on Public Offering.
According to the Association by the KNF possible recognition that the current method of determining the price in the tender offer for the shares of North Coast SA is correct, it will open the door to the next entities pricing in the calls even on the basis of quotations from the period of several days or even one day using the tools in the form of technical reverse stock split. Therefore, in the opinion of the Association, this case requires special attention and intervention of the Regulator – says Piotr Cieslak.
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