A ruling by Spain's Supreme Court, forces an investment fund to sell 3,413,680 shares of Lleida.net to its CEO, Sisco Sapena at 1,77 euros per share

Rhea-AI Summary

On April 25, 2022, Lleida.net announced a ruling by Spain's Supreme Court that mandates the sale of 3,413,680 shares, representing 21.27% of the company, to CEO Francisco Sapena at €1.7761 per share. The total payable amount is €6,063,037.048. This follows a lengthy legal process initiated back in 2015 when the listing of Lleida.net shares was contingent on a put option. The court's decision reinforces the validity of the put option, previously contested by Sapena.

Positive

• The Supreme Court ruling confirms the legality of the put option, stabilizing ownership structure.
• CEO Francisco Sapena's acquisition of shares may align his interests with those of shareholders.

Negative

• The forced sale of 21.27% of shares to Sapena could raise concerns about shareholder dilution.
• The share purchase price is significantly lower than the current market value (€11,162,733.6), potentially affecting investor sentiment.

MADRID , April 25, 2022 /PRNewswire/ -- A Ruling by the Civil Chamber of Spain's Supreme Court, issued last March 15th, and regarding appeal sentence 5444/2019, has forced the successors of the Banesto Enisa SEPI Desarrollo FCR fund to sell 3,413,680 shares of Lleida.net to the CEO, founder, and majority shareholder of Lleida.net (BME:LLN) (EPA:ALLLN) (OTCQX:LLEIF), Mr. Francisco Sapena, at 1.7761 euros per share.

These 3,413,680 shares represent 21.27 percent of the total in the listed company.

The legal representatives of Mr. Francisco Sapena have already started requesting the enactment of the final judgment.

As a result, in the coming weeks, Cántabro Catalana de Inversiones SAU, SEPI Desarrollo Empresarial SAU, and Empresa Nacional de Innovación S.A. will have to make available to Mr. Francisco Sapena or to whomever he may indicate those 3,413,680 shares of Lleida.net, who in exchange for them will have to pay a total of 6,063,037.048 Million Euros.

At the closing price of last Friday, April 21, the market value of these shares is 11,162,733.6 euros.

Background

Below, and given the effect that this Supreme Court Order has on the life of the company and the legitimate interests of its shareholders, we inform the market of the background of this situation.

1. On June 1st, 2015, before the general meeting that ratified the listing of the company's shares, the Banesto Enisa Sepi Desarrollo FCR fund through its management Santander Capital Desarrollo SGEIC made the listing of Lleida.net conditional upon Mr. Francisco Sapena signing before a notary a put option for all the shares belonging to the fund, which became 3,413,680 shares at the time of the listing on BME Growth (formerly MAB) or 21.27% of the total shares of Lleida.net. Under the put option, the initial share price was finally set at 1.37 euros per share, to which interests would be applied until its effective exercise.
   
   
2. Lleida.net began trading on the former MAB on October 9, 2015, at 1.18 euros per share.
   
   
3. On October 4, 2016, Mr. Francisco Sapena filed a lawsuit before the courts of Lleida to have the put option declared Null and Void. The courts admitted this lawsuit of Lleida under proceeding number 957/2016.
   
   
4. On November 17, 2016, the fund Banesto Enisa SEPI Desarrollo FCR, now called Santander Capital Desarrollo SGEIC, SAU, stated its irreversible will to exercise the put option against Mr. Francisco Sapena, demanding 4,675,688.69 euros, even though case is sub judice.
   
   
5. On October 5, 2017, the Court of First Instance No. 2 of Lleida ruled in favor of the fund in the ordinary proceeding 957/2016.
   
   
6. On January 16, 2018, Mr. Francisco Sapena appealed the judgment before the Provincial Court of Lleida, at appeal 19/2018. In this case, the courts also ruled again in favor of the Banesto Enisa Sepi Desarrollo FCR fund and recognized as valid the put option.
   
   
7. Subsequently, Mr. Francisco Sapena filed an appeal in the Civil Chamber of the Supreme Court, which ruling 5444/2019 of March 15, 2022, dismissed, thus declaring the judgment of the Provincial Court of Lleida as final, ruling in favor of the successors of the Banesto Enisa Sepi Desarrollo FCR fund, and considering as valid the put option, thus obliging Sapena to buy 3,413,680 shares of Lleida.net at a 1.7761 euros price per share.

In  compliance with the ruling and complete and absolute respect for the Courts0 decision, Mr. Francisco Sapena's representatives have already contacted the representatives of Cántabro Catalana de Inversiones SAU, SEPI Desarrollo Empresarial SAU, and Empresa Nacional de Innovación S.A. in order to exercise the put option.

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SOURCE Lleida.net

FAQ

What is the significance of the Supreme Court ruling on Lleida.net shares?

The ruling mandates the sale of 3,413,680 Lleida.net shares to CEO Francisco Sapena, enforcing a previously contested put option.

How many shares of Lleida.net is Francisco Sapena required to buy?

Francisco Sapena must buy 3,413,680 shares, which represent 21.27% of the company.

What price will Sapena pay for the Lleida.net shares?

Sapena will pay €1.7761 per share, totaling €6,063,037.048.

When was the court ruling issued?

The ruling was issued on March 15, 2022.

How does this ruling affect Lleida.net's shareholders?

It may concern shareholders due to potential dilution and the disparity between the purchase price and the current market value.