Ethos Foundation launches a support group for the shareholder resolution which demands the removal of the opting out at Sika. The resolution was filed by Ethos and 11 shareholders on 23 December 2014. The resolution will be voted on at the extraordinary general meeting of Sika, which has been announced and which will take place in the first quarter of 2015. The support group allows a large number of shareholders to join and commit to voting for the resolution. The aim is to mobilise the majority of Sika minority shareholders in favour of removing the opting out clause.
Ethos invites all shareholders, whether institutional or private, to join the support group. By joining the group, each shareholder demonstrates his/her support for a resolution that aims to remove an unjustified clause that serves only to favour in a financial manner the controlling shareholder to the detriment of the minority shareholders. Such unequal treatment of shareholders is unacceptable.
The list of members is updated daily and published on the website www.ethosfund.ch.
Opting out: an unjustified clause
The articles of association of Sika currently contain an opting out clause that allows an investor who purchases more than a third of the voting rights to be exempted from the obligation to make an offer to the rest of the capital. This is currently the case with Saint Gobain buying from the Burkard family their Schenker Winkler Holding (SWH), a company that controls 52% of voting rights with only 16% of the share capital. The combination of a double class of shares and an opting out clause has allowed the Burkard family to sell its stake with an 80% premium on the share price.
The resolution presented here demands the removal of the opting out clause. This provision strongly penalises minority shareholders in the case of a sale of the stake of a controlling shareholder. After the removal of the opting out clause, the buyer of the shares held by SWH will have to make an offer to the rest of the capital. In addition, the offer must be made at equal conditions to all shareholders as the payment of a control premium is prohibited by the Stock Exchange Act (SESTA). It is probable that Saint Gobain will refrain from the purchase under such constraint.
SWH should actually not be allowed to vote on the removal of the opting out clause, as it has a major conflict of interest in this matter. It would thus be only the 48% of voting rights held by the minority shareholders that should have the right to decide on whether to maintain or remove the opting out clause. In case of rejection, Ethos reserves the right to file an appeal with the Swiss Takeover Board (TOB).
Ethos calls on all shareholders to support its resolution and to join the support group