Slovenian NLB bank, which owns 83.23 percent of the capital of Komercijalna banka, plans to take over the remaining ordinary and entire issue of priority shares and become the owner of 90 percent of the bank’s capital, said today the representative of the Momentum brokerage house Nenad Gujanicic.
“The goal of the majority owner of NLB bank is probably to reach the threshold of 90 percent of shares and to become the owner of 100 percent of the capital by forced purchase of shares of small shareholders,” Gujanicic told Beta.
Two days ago, NLB banka informed the owners of Komercijalna banka shares about its intention to buy 2.82 million ordinary shares of the bank, which is 16.77 percent of the total number, as well as 373,510 priority shares, which is 100 percent of the total number.
According to him, the offer to minority shareholders came as a surprise because according to the laws of Serbia, by buying shares from the state, the majority owner does not have the same obligation to minority shareholders “which best shows how protected they are”.
Gujanicic said that Komercijalna Banka will not be listed on the Belgrade Stock Exchange if NLB Bank becomes the owner of 100 percent of the bank’s capital, which reduces the potential volume of trading on the stock exchange and collapses the domestic capital market.
When, as he said, a company withdraws from the stock exchange, it moves to a lower level of organizational form, which implies less transparent business because the company does not have to publish quarterly financial reports because it has only one shareholder.
In the case of banks, that transparency, according to him, is still somewhat higher because the laws and the National Bank of Serbia require the publication of unaudited quarterly financial reports.
According to Gujanicic, the state of Serbia and its institutions have not strengthened the stock exchange for years, that is, they are collapsing by inaction.
“The example of Komercijalna banka speaks in favor of that, because our state could have privatized Komercijalna banka with an initial public offering of shares, as the Slovenian state did with NLB banka,” Gujanicic said.
He added that NLB banka was sold through an initial public offering, the state of Slovenia retained 25 percent ownership in it and the bank is listed on the Ljubljana Stock Exchange.
Gujanicic said that the remaining ownership in Komercijalna Banka has been diversified and that it may not be easy for NLB Bank to buy 6.77 percent of the capital in order to reach a 90 percent share, but also “if that does not happen this time, it will certainly happen very soon and the bank will be delisted.”
NLB announced that the takeover bid will be published after obtaining the approval of the Securities and Exchange Commission.
At the end of last year, that bank took over 83.23 percent of ordinary shares of Komercijalna banka for 387 million euros, which is 27.65 euros per share, and that, as Gujanicic estimated, will probably be the price in the expected takeover bid.
As he said, the priority shares are liquid according to the current regulations, so the minimum price in the takeover bid will be 8.5 euros.
As he said, it will be difficult for NLB Bank to reach the desired threshold for forced redemption, considering that the entire issue of shares is in the hands of a larger number of small shareholders.
According to him, Komercijalna Banka is currently the second largest company on the Belgrade Stock Exchange, and its delisting will represent a great loss for the market.
“Of the large companies on the stock exchange, only the Oil Industry of Serbia (NIS) remains, in which the state has 30 percent ownership, in addition to Gazprom, which is the majority owner with 56.2 percent,” Gujanicic said.
He pointed out that “the state still keeps other large domestic companies under the ‘glass’ bell, especially Telekom Srbije, which is a joint stock company with five million shareholders for more than eight years.”
“The Electric Power Industry of Serbia (EPS) will probably follow a similar path, whose shares citizens should receive for free, which best shows that there is no political will for transparent business of large domestic companies,” Gujanicic said, Beta reports.
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