Belgium’s stock market regulator the Financial Services and Markets Authority (FSMA) has filed a complaint over a letter sent by Exmar to its shareholders and apparent approaches to them in Nicolas Saverys’ vehicle Saverex’s second effort to take the company private.
Exmar, which unveiled a more than doubling of its first-half profits last week, said on Friday that it had “been informed that the letter may have created the impression with certain shareholders that they are under an obligation to sell”.
“This certainly was not the company’s intention,” Exmar said, asking shareholders to disregard the letter that was sent on 22 August 2023.
Exmar continued: “... We hereby rectify that each shareholder is free to either tender or not tender their shares to Saverex.
“In the event shareholders have already tendered their shares in this second acceptance period, they also have the right to retract their tender.”
But the FSMA complaint would appear to have touched on a second issue.
Exmar said: “Certain shareholders have allegedly been approached in the name of the company, to convince or induce them to tender their shares to Saverex.
“The company takes the opportunity to underline that it has not taken such initiative and it would not support any such actions.”
Belgian finance experts said a company’s shareholder list can only be used for communication that is approved by the FSMA.
LPG shipowner and LNG infrastructure player Exmar said its 22 August letter had not been submitted to the board of directors, but this latest communication had been approved by all board members.
The company said it will send a new letter to shareholders containing this message.
Those following Exmar described the FSMA complaint as “a serious shot across the bows for Saverys” and said this kind of action by the regulator was “uncommon”.
Exmar chief executive Nicolas Saverys launched a bid to take Exmar private on 3 April.
In this first offer, shareholders representing just 29.1% of outstanding Exmar stock accepted the deal and so did not reach the 95% stock acceptance level set by Saverex.
Saverys launched a second attempt in August but maintained the same offer price of €12.10 per share, minus the dividend of €1.00 per share, which was paid on 24 May 2023, resulting in a price of €11.10 per share for the remaining stock in Exmar.
Saverex currently holds 44,234,979 shares in Exmar, representing 74.35% of the outstanding stock.
Nicolas Saverys holds 7,924 shares and Exmar has 2,026,013, while Saverex and persons affiliated with it together hold 46,268,916 shares.
Together, this represents 77.76% of the outstanding shares in Exmar.
Exmar’s offer to outstanding shareholders opened on 28 August and is due to close on Friday 15 September 2023.
