Shareholders approve MFE’s entry into Impresa’s capital for €17.3 million
This fulfils one of the three conditions necessary for the investment agreement between Impreger and the MFE group. The market regulator and creditor banks still need to give their approval.
On Monday, the shareholders of Impresa, owner of the SIC television station and the Expresso newspaper, approved a €17.325 million capital increase to be subscribed by the Italian group Media For Europe (MFE).
This fulfils the first of the three conditions necessary to move forward with the investment agreement between Impreger, the Balsemão family holding company that controls Impresa, and the Berlusconi family media group.
The decision to increase the capital was taken by the shareholders at an extraordinary general meeting (AGM). “Authorisation was granted […] to the Board of Directors to proceed, within one year from the present date, with a capital increase of up to €17,325,000 through cash contributions”, reads the note published on the website of the Portuguese Securities Market Commission (CMVM).
MFE’s entry into Impresa’s capital will take place through the subscription of new shares to be issued at a unit price of €0.21 – above the price on 24 December, which was around €0.20.
The Italian group will thus hold 32.934% of Impresa, but without reaching a majority. Control will remain with the Balsemão family, through Impreger, which will see its stake diluted from 58.75% to 33.738%.
The same meeting also had the purpose of deliberating on the “suppression of shareholders’ pre-emptive rights in the capital increase”, which was also approved. This will allow the Italians to inject funds into the group without any “last-minute surprises” from the other shareholders.
In a second statement to the market regulator, Impresa recalled that confirmation is still pending from the CMVM — on whether “it will not impose on MFE the obligation to launch a takeover bid [OPA] on all the shares” issued by the Portuguese group — and from the creditor banks — “that they will not exercise (or waive the exercise of) any rights under the financing agreements entered into”.
Only when all these steps have been completed will Impreger and MFE sign the shareholders’ agreement that will establish the rules and duties for the coexistence of the two main shareholders.
Impresa “is going through a delicate phase, characterised by difficulties in obtaining new lines of credit and renewing existing ones, which limits its ability to ensure the normal and secure sustained growth of its activity”, something it hopes to reverse with this injection of cash, as stated in a document sent to the Portuguese Securities Market Commission when the general meeting was called. The group faces debts of €145 million.
Based on information available until June, released on Sunday after pressure from the financial markets regulator, the owner of SIC and Expresso announced that it expects slight revenue growth until 2028, at an average annual rate of 0.5%.
The board of directors led by Francisco Pedro Balsemão now has one year to finalise the agreement with MFE, as defined in the amendment to the articles of association approved at the same general meeting.
