Brussels – It's all about timing. On 25 May Recticel will hold its annual general meeting, which will immediately be followed by an Extraordinary General Meeting.
The EGM's agenda asks the shareholders for permission to generate 25% more shares. A fifth of this is to pay for warrants for 'leading executives and personnel of the group,' according to the resolution. The remainder would allow Recticel's board to make acquisitions.
Increasing the number of shares by 25% would have made it more expensive for a company contemplating a takeover.
According to Belgian newspaper De Tijd, for resolutions to pass at the EGM, at least 75% of the shares would have to vote in favour.
However, Recticel's largest shareholder, Compagnie du Bois Sauvage, agreed to sell its 27% stake to Greiner on 14 May. This would make the attempt to increase share capital harder, if not impossible.
If nothing stops Greiner's from buying the shares from Bois Sauvage, then it could gain the two seats on Recticel's board that go with the shareholding. There are seven other directors.
This would put Recticel in an uncomfortable position, with a competitor as a significant minority shareholder potentially influencing its decisions. But Greiner's strategy is to gain 50%+1 share, giving it control.
If Greiner's offer remains unchanged to the other shareholders, then it values Recticel, with annual sales of EUR828.8m in 2020, at EUR765m. In 2020, Greiner's sales were EUR 1.9bn
Recticel issued a statement today in which it said it would to 'obtain additional information about the envisaged transactions in order to assess these announcements in the interest of all stakeholders'.
About 60% of Recticel's shares are traded on the Brussels stock exchange. Directors and other large shareholders hold 9%.