Benfica acknowledged that “John Textor is attributable to the voting rights inherent to 5,750,000 category B shares, representing 25% of the share capital and voting rights” of SAD, but does not recognize the US businessman as a shareholder of the incarnated society.
“Although not as shareholders of Benfica SAD, John Textor bears the voting rights inherent to 5,750,000 category B shares, representing 25% of the share capital and voting rights of Benfica SAD, due to the celebration of share acquisition agreements (although the acquisition is subject to the verification of certain conditions), and to Agro-Pecuária do Alto da Palhoça, SA, António José dos Santos, Manuel dos Santos, Dinis Manuel Oliveira Santos, José António dos Santos, Maria Júlia dos Santos Ferreira and Quatro-Ventos – Soc. Agro-Pecuária, SA, as shareholders of Grupo Valouro – SGPS, SA, are attributable to the voting rights inherent to 5,314,404 category B shares, representing 23.11% of the share capital and voting rights of Benfica SAD”, can be read in a new statement sent to the Portuguese Securities Market Commission (CMVM). In this sense, the incarnates recall that the effective entry of Textor into the shareholder structure is dependent on approval by the General Assembly – where, as Benfica pointed out earlier, it would veto it. “The possible acquisition by the same of a qualified stake of 25% in the share capital of Benfica SAD is subject to the verification of certain conditions, in particular the approval of the acquisition of that stake by SL Benfica at the General Meeting of Benfica SAD in accordance with paragraph ( a) of number 2 of article 13 of the Articles of Association of Benfica SAD, which establishes that the unanimity of the votes corresponding to category A shares is necessary to approve resolutions of the General Meeting, held on first or second call, on acquisition , directly or indirectly, of shares representing more than 2% (two percent) of the share capital of Benfica SAD by a competitor, with any subsequent reinforcement of the shareholder position, directly or indirectly, being subject to the same process of approval if the shares to be acquired represent more than 2% (two percent) of the share capital of Benfica SAD.”
SAD Benfica also says that it “is unaware of Mr. John Textor’s intentions”: “SL Benfica has informed the Issuer that it considers this expression of interest inappropriate and does not intend to initiate any dialogue with said investor. Whether or not to qualify as a ‘competing entity’ ‘ may be the subject of discussion and doubts, as well as any corporate resolution taken on this matter at the General Meeting of Benfica SAD, once again causing media noise adverse to Benfica SAD, although, as mentioned, it was Mr. John himself Textor to invoke it when it transmitted to Benfica SAD and CMVM, on July 12, 2021, the corresponding notification of qualifying holding.”
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