The Catalan operator Parlem remains in the hands of Inverady and Mayoral
The board approves the restructuring of shareholding with debt conversion and capital increase
BarcelonaThe shareholders' meeting of the Catalan telecommunications operator Parlem certified this Friday the shareholding change that gives the majority of the capital to the Inveready fund and Global Portfolio Investments –the asset management company of the family that owns Mayoral–. All points on the agenda of the shareholders' meeting have been approved, with over 99% support for those relating to the restructuring of holdings, and with a lower percentage for those related to appointments to the board of directors, according to sources present at the meeting. Thus, even the company's own president, Ernest Pérez Mas, would have supported the shareholding changes.
With the change approved by the board, Inveready, which held around 8% of the capital, will become the main shareholder with 49%. This increase comes from the conversion into shares of a debt of 17.5 million euros that the company owed to Inveready. As this media outlet had already reported, in recent months, several loans made by Inveready and other related companies became due in the short term after different financial ratios established in the financing contracts (covenants) were breached during the previous fiscal year.
As this media outlet had already reported, in recent months, several loans made by Inveready and other related companies became due in the short term after different financial ratios established in the financing contracts (covenants).
With this change, the Catalan branch of the shareholding, formed, among others, by the founder Ernest Pérez-Mas and Ona Capital – the fund of the Font family, owner of the Bonpreu group – will have less weight in the shareholding.
In addition to the conversion of Inveready's loans into capital, the board has also approved a capital increase of 7.95 million euros. In this operation, the Malaga-based Domínguez family – owner of the children's fashion company Mayoral –, which held approximately 20% of the company's shares, would play a relevant role so that their holdings remain at a similar level to the current one. Both in this capital increase and for the capitalization of the debt. In this way, Inveready and Mayoral together hold a majority control of the company.
The board has also approved changes to the board of directors, which must reflect the changes in the shareholding structure. A few months ago, the directors from Inveready left their seats to avoid a conflict of interest due to the possible integration of Parlem with the operator Avatel. The investment fund controls almost half of the Madrid-based company. Now, Inveready has requested to gain four shareholder directors on the board, as well as to incorporate two independent directors. This move, which has Mayoral's approval, also gives them a majority on the board.
Changes to the board
Thus, to the company's highest governing body, Ernest Pérez-Mas (its president), Oriol Lobo Barquer (Ona Capital), Carme Hortalà and Albert Buxadé (independents) will be joined by four representatives from Inveready and two independents. The new seats would be for Sara Secall Ruiz, Aniol Brosa Muela, Sara Sanz Achiaga, and Roger Piqué Pijuan, as nominal directors. In the case of Roger Piqué, he would return to the executive board after resigning earlier this year due to a conflict of interest in the merger process with Avatel. The operation was unsuccessful and resulted in the departure of the then CEO of Parlem, Xavier Capellades and the return of Ernest Pérez-Mas as chief executive.
The other two positions will be held by independent directors Silvia Martínez Losas, a partner at Lexcrea, a company that acted as strategic legal counsel for Inveready, and María Eulalia Oms Casanovas.
