Банкеръ Weekly



Just two Agropolychim shareholders availed themselves of the tender offer made by the majority owner. On March 3, 2001, Acid Fertilizers consortium, in which Hardland Investment and Union Miniere take part, placed an offer for buying-out the other shareholers papers for BGL0.40 apiece. On Monday, April 2, 2001, Elana - the investment intermidiary for the offer - bought 281 stakes. Most minor holders decided that the price is too low and did not satisy them.
Acid Fertilisers has already sent a letter to the State Securities Commission (SSC) requesting Agropolychim's writing off from the public companies register, said Elana's official Christo Karamfilov. Despite some statements that a single tender offer, is not enough for writing off a company, which is the case with the fertilizer plant, it became apparent that there will be no problems for the operation. Yet a SSC permission will not be easy to be received. SSC has been operating without a Management Board for almost three months. Appointing new members is not among the priorities of the government in the current pre-election situation. This will hardly be the first thing for the new government as well. So that Agropolychim may remain public even till the end of this year.
Actually, Agropolychim's way out of the public companies list may not prove a smooth one for its disputes with SSC, dating since the end of 1999, either. At that time the company increased its capital, and SSC is still contesting that act. It was the capital increase through which the Acid Fertilizers stake reached 93.9% of the fertiliser plant's capital. Although the Varna District Court decided that the capital increase was legitimate, disputes are still ongoing. Some former SSC members still insist that this act contradicts legal stipulations. So that the hope remains that the new SSC members will regard Acid Fertilisers with much favour and will not create further obstructions to the consortium.
According to the Securities Public Offering Act, minor shareholders still can request the major owner to buy their shares, although the tender offer's term has already expired. So that they'll have another opportunity before Agropolychim is written off the public companies register. After that the shares will not be offered at the stock exchange and getting any profit from them will grow harder. Meanwhile, Acid Fertilizers will have the right to increase the company's capital under condition, to merge with other non-public companies and undertake other activities, violating the rights of the other owners.

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