The Securities and Exchange Commission (SEC) approved the de-listing of Nestle Lanka PLC after checking only two criteria that come under the regulator’s purview, officials said. “According to the Rules of the SEC, we checked whether the exit offer price is acceptable. There was an independent valuation done by the company. Also, the company has [...]

Business Times

SEC says Nestlé did it right

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The Securities and Exchange Commission (SEC) approved the de-listing of Nestle Lanka PLC after checking only two criteria that come under the regulator’s purview, officials said.

“According to the Rules of the SEC, we checked whether the exit offer price is acceptable. There was an independent valuation done by the company. Also, the company has obtained more than 75 per cent of shareholders (those who were present and voted) approval at the EGM,” Tushara Jayaratne, Deputy Director General of the SEC told the Business Times.

Other officials close to the deal said that Pricewaterhouse Coopers had done the valuations and followed the generally acceptable methods.

However, a large number of shareholders are unhappy. They called for a fresh vote and an investigation by the SEC into ‘certain irregularities’ at the Extraordinary General Meeting (EGM) for its delisting resolution on June 30. The delisting resolution was passed by a narrow margin, with 76.2 per cent of those present in person or proxy voting in favour – just ahead of the 75 per cent threshold required to pass.

Nestlé was ultimately allowed to delist itself at 6.5x trailing twelve-month (TTM) earnings – well below other listed Nestle group peers well below listed peers in the Colombo Stock Exchange, and well below its own historical trading averages.

Some analysts alleged that Nestle took advantage of a low price in the market to delist at a bargain. At the time, the regulator said that it is looking into the matter. However, six weeks later the delisting was passed at an exit offer price of Rs.1,500 per share without a hum from the authorities.

One shareholder said that it is very disappointing that minority shareholders have not got a fair deal in this whole situation. “The SEC should be safeguarding minority interests. The exit price was a gross undervaluation. It is much lower than the other F&B sector stocks on the Colombo Stock Exchange. Also, the procedure was flawed,” he said.

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