José António dos Santos informed Benfica this Tuesday that he has an agreement with John Textor for the sale of 25 percent of the share capital of SAD dos Incardos, with the US businessman having already advanced a million euros for this purpose. In a statement sent to the Portuguese Securities Market Commission (CMVM), the eagles claim to have received, on Monday and yesterday, information from the American businessman and the ‘King of chickens’ regarding the signing of an agreement for the sale of the latter. percentage of society.
“On 06/16/2021, the declarant [José António dos Santos] signed with John C. Textor two agreements for the sale of a total of 5,750,000 common, book-entry and registered shares, representing 25% of the share capital of Benfica SAD, subject to the payment, until 09/15/2021, of the total price agreed, having already deposited in an escrow account the amount of € 1,000,000.00 (one million euros)”, can be read in the note sent to the regulator. In other words, there was an agreement with Textor since 16 June , since the latter has already paid, as a down payment, one million euros and will have to transfer the remaining 49 M€ by September 15 – this to make up the value of 50 M€ that has been mentioned. Communication made by José António dos Santos to Benfica, since April, it has reinforced its shareholder position in SAD, through the signing of promissory purchase and sale contracts with two other companies: Quinta de Jugais (2%) and José Guilherme (3.65%). In both cases “conditional on the completion of the purchase operation of the shares necessary for subsequent sale to a third party, of a lot of shares corresponding to 25% of the share capital of this company.”
Following these two purchases from these two shareholders, José António dos Santos then held approximately 20.40 percent of SAD’s capital, as can be seen in the communication from the ‘King of the chickens’ sent to Benfica, where he also guarantees that ” if it were to gather the necessary number of shares and if the sale agreement were executed” John Textor “would totally alienate its shareholder position in Benfica SAD.”
It should be noted that Luís Filipe Vieira is the other major individual shareholder of SAD, with 3.28 percent. Adding to the percentage held by José António dos Santos (20.40%), the total share thus approaches the 25% agreed for sale to Textor. According to the order of the Public Ministry, the intention of the now former president of Benfica was sell 25% of SAD with a profit of €30M.
Read Benfica’s press release to CMVM:
Sport Lisboa e Benfica – Futebol, SAD (“Benfica SAD”) hereby informs that:
(i) received yesterday, July 12, 2021, a notice of qualifying participation (attached) from Mr. John Textor, pursuant to which it results in the existence of agreements that will grant Mr. John Textor the right to acquire Mr. José António dos Santos shares representing 25% of the share capital of Benfica SAD, although the acquisition is subject to conditions;
(ii) received this afternoon, July 13, 2021, the following communication from shareholder José António dos Santos: “José António dos Santos, married, born in Miragaia, municipality of Lourinhã, bearer of Identity Card number 1071712 9 , issued on 03/14/2003, by the Civil Identification Services of the General Directorate of Registries and Notaries, valid for life, holder of tax identification number 110068920 and with professional address at Avibom Building, Vila Facaia, 2565-642 Ramalhal informa , under the terms and for the purposes of the provisions of articles 16 and 20 of the Portuguese Securities Code and article 2 of CMVM Regulation no. 5/2008 which:
a) As of the present date – and as a result of acquisitions that it has been carrying out in the market – it directly holds a total of 3 143 942 ordinary, book-entry and registered shares, representing approximately 13.67% of the share capital of Sport. Lisboa e Benfica – Futebol SAD (“Benfica SAD”), and which correspond to an equal percentage of the voting rights in said publicly-held company;
b) The company Grupo Valouro – SGPS SA (legal person registered at the Commercial Registry Office of Lourinhã under the unique registration and identification number of legal person 502500280, headquartered in Casais do Araújo, union of the parishes of Miragaia and Marteleira, municipality de Lourinhã, with share capital of €100,000,000, already fully subscribed and paid up), of which he is a shareholder (holding, directly and indirectly, 23.335% of the respective share capital) and where he performs functions as Chairman of the Board of Directors, holds 450 000 ordinary, book-entry and registered shares, representing 1.9565%, of the share capital of Benfica SAD, corresponding to an equal percentage of the voting rights in the aforementioned public company;
c) The company Avibom – Avícola SA (legal person registered at the Commercial Registry Office of Lourinhã under the single registration number and identification number 503742732, headquartered in Casais do Araújo, union of the parishes of Miragaia and Marteleira, municipality of Lourinhã, with share capital of €4,500,000, already fully subscribed and paid), of which Grupo Valouro – SGPS SA is the sole shareholder, holds 172,166 ordinary, book-entry and registered shares, representing 0.7485% of the share capital of Benfica SAD, which correspond to an equal percentage of the voting rights in the aforementioned public company;
d) The company Rações Valouro SA (legal person registered at the Commercial Registry Office of Lourinhã under the unique registration number and identification number 500658021, headquartered in Casais do Araújo, union of the parishes of Miragaia and Marteleira, municipality of Lourinhã , with share capital of € 9,330,170, already fully subscribed and paid up), of which Grupo Valouro – SGPS SA is the majority shareholder, holds 470 ordinary, book-entry and registered shares, representing 0.002% of the share capital of Benfica SAD, which correspond to an equal percentage of the voting rights in said public company;
e) Pursuant to the provisions of article 20, paragraph 1, al. e), subal. i) of the Securities Code, “in the computation of qualifying holdings, in addition to those inherent to shares held by the participant or usufruct, the voting rights: (…) e) That the participant may acquire in by virtue of an agreement entered into with the respective holders or financial instrument: i) That grants them the unconditional right or option to acquire, by virtue of a binding agreement, shares with voting rights already issued by an issuer whose shares are admitted to trading on the market regulated.” (our underline)
f) On 04/26/2021, the declarant entered into with the company Quinta de Jugais – Comércio de Produtos Alimentares Ltd. a promissory contract for the purchase and sale of 460,926 ordinary, book-entry and registered shares, representing approximately 2.00% of the share capital of Benfica SAD, subject to the completion of the transaction to purchase the shares required for subsequent sale to a third party, of a lot of shares corresponding to 25% of the share capital of this company;
g) On 04/28/2021, the declarant entered into with José da Conceição Guilherme a promissory contract for the purchase and sale of 856,900 common, book-entry and registered shares, representing approximately 3.65% of the share capital of Benfica SAD, subject to completion of the purchase operation of the shares necessary for subsequent sale to a third party, of a lot of shares corresponding to 25% of the share capital of this company;
h) On 06/16/2021, the declarant granted with John C. Textor two agreements for the sale of a total of 5,750,000 common, book-entry and registered shares, representing 25% of the capital stock of Benfica SAD, subject to payment , until the date of 15/09/2021, of the total price agreed, having already been deposited in an escrow account the amount of € 1,000,000.00 (one million euros);
i) On 06/30/2021, the declarant entered into with the company Quinta de Jugais – Comércio de Produtos Alimentares Ltd. a new promissory contract for the purchase and sale of 230,000 common, book-entry and registered shares, representing approximately 1.00% of the share capital of Benfica SAD, subject to the completion of the transaction to purchase the shares required for subsequent sale to a third party, of a lot of shares corresponding to 25% of the share capital of this company;
j) In view of the foregoing and if the conditions provided for in the aforementioned promissory purchase agreements were met, the declarant would directly hold a total of 4,691,768 ordinary, book-entry and registered shares, representing approximately 20.40% of the share capital of Benfica SAD ;
k) If the declarant were to gather the necessary number of shares and the sale agreement were executed, in accordance with the agreements granted on 06/16/2021, he would totally sell his shareholder position in Benfica SAD, no longer holding any representative share in the share capital of that company.”
Notwithstanding, and without prejudice to the possible attribution of the following voting rights to persons or entities that are in any relevant relationship under the terms of article 20 of the Portuguese Securities Code with Mr. José António dos Santos or any of the Group companies Valouro – SGPS, SA, Avibom – Avícola, SA or Rações Valouro, SA, from the statement (reproduced in full above) received from Mr. José António dos Santos, Benfica SAD understands that: (i) to Mr. José António dos Santos they are , by virtue of what is identified in sub-paragraphs a), f), g) – under this sub-paragraph, voting rights inherent to shares representing 3.7257% of the share capital of Benfica SAD and not approximately 3. 65%, as indicated in the statement by Mr. José António dos Santos – and i) above, attributable voting rights inherent to shares representing 20.399% of the share capital of Benfica SAD; (ii) Grupo Valouro – SGPS, SA is, by virtue of what is identified in subparagraph b) above, attributable to voting rights inherent to shares representing 1.9565% of the share capital of Benfica SAD; (iii) the company Avibom – Avícola, SA is, by virtue of what is identified in subparagraph c) above, attributable voting rights inherent to shares representing 0.7485% of the share capital of Benfica SAD; and (iv) the company Rações Valouro, SA are, by virtue of what is identified in subparagraph d) above, attributable voting rights inherent to shares representing 0.002% of the share capital of Benfica SAD, making a total of voting rights inherent to shares representing 23.1061% of the capital stock of Benfica SAD.
(in update)
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