The Extraordinary General Meeting of Bolsas y Mercados Espaoles (BME) has approved the proposed Initial Public Offering (IPO) of shares and flotation of the company.
“This is an important day for the Company, just as it is for any other to become a public company,” says BME Chairman Antonio Zoido. “For BME, not only is it the culmination of a commitment set in its foundational protocol of February 2002, but also, and above everything else, a major and decisive strategic instrument at this time of change in the sector.” Zoido added that he was “optimistic that operation will be successfully completed soon.”
At present, the main shareholdings in BME are held by Grupo Santander (13.2%), BBVA (10.4%), Banco de Espaa (9.8%), La Caixa (5.5%), Caja Madrid (5.1%), BNP Paribas (4.6%), Grupo Credit Agricole (4.1%), Ahorro Corporacin (3.3%), G.V.C (2.3%) and Socit Generale (2.1%).
BME’s shareholders can choose between selling part or all their shares or maintaining their shareholdings. In any event, those who decide not to sell all their shares will be bound to a 180-day lock up commitment.
The EGM also agreed on the payment of an extraordinary dividend of € 100 million, charged against available reserves, for those shareholders who held shares in the company before the company’s IPO and flotation, and as long as the payment is made before 31 December 2006.
In addition, the EGM approved the appointment of four independent directors, the creation of new committees and the overhaul of and incorporation into the company’s by-laws, the Board and the AGM’s regulations, of new internal governance standards.
lvaro Cuervo Garca, Karel Lannoo, Manuel Olivencia and Margarita Prat Rodrigo are the four independent directors. They replace Jos Luis Damborenea Ortiz de Zrate, ngel Torre Gonzlez and Juan Carlos Ureta, who have resigned to join a Market Advisory Committee. Juan Carlos Ureta will advise the Chairman on such matters as market development and innovation on a non-remunerated basis.
One of the Independent Directors will be one of the Deputy Chairmen of the Board of Directors. The Executive Committee will include among its members two Independent Directors.
A new Audit Committee will have an independent chairman and most of its members will be independent too. The Nomination and Remuneration Committee will be presided over by an independent director and its members will be non-executive. Finally, the newly created Operational Market and System Committee will be formed by a majority of external and independent directors.
The creation of a Market Advisory Committee has been approved to assist, inform and advise the Board. The four Spanish stock exchanges will be represented on the Committee and it will be open to new incorporations of institutions, investors and issuers. Their representation in the Board of BME will be by rotation. Joan Hortal has been, by consensus, the first to be appointed to the post, Bolsa de Bilbao being the next institution represented.
Bolsas y Mercados Espaoles was estbalished in February 2002. It owns all Spanish financial markets and the CSD – the four Spanish stock markets, MEFF Holding de Productos Financieros Derivados, AIAF Mercado de Renta Fija and Iberclear – and so aims to provide an integrated service, from the front office to the back office, including equity, derivative, and fixed income clearing and settlement, dissemination of information, consulting and IT.
Net Profit in 2005 came in at € 94 million, 35.9% up on the previous year. At the end of 2005 EBITDA increased by 30% to € 147 million. The Company’s shareholders’ capital amount to € 430 million.
The global coordinators of the IPO are BBVA and Santander Investment, while BNP Paribas, Merril Lynch and Morgan Stanley will lead the international tranche. BME has chosen Rothschild as its independent financial adviser and Ramn y Cajal, Ura Menndez and Davis Polk & Wardwell as its legal advisors. Linklaters will also act as legal adviser to the syndicate.