Amber, a joint venture of the I Squared and TDR funds that controls 70.65% of the share capital of Applus, has notified the Spanish company by notarial means that it will exercise its right of proportional representation and ask to fill the vacancy that will occur in the board of directors upon the expiration of the term for the appointment of one of the directors, as well as “any other vacancy that may exist.” Specifically, the mandate of the independent director Nicolás Villén ends at the ordinary meeting of Applus, whose re-election is expected to be discussed at said meeting with the shareholders. As reported this Monday by the company to the National Securities Market Commission (CNMV), in order to occupy positions on the board, Amber has proceeded to establish two groups of shares, each of them made up of 38,722,240 shares of Applus , representing 30% of the share capital. Likewise, Amber has informed Applus of her intention to attend the next ordinary general meeting of shareholders on first call, on June 27, which is why she assures that it is foreseeable that it will be held on that day and not on June 28 on second call. , as initially noted. It so happens that Apollo, which competed with Amber to acquire Applus, communicated to the Spanish company on May 22 its formal request to appoint a director at the next general meeting of shareholders in exercise of the right of proportional representation, grouping and, therefore, immobilizing for this purpose a total of 28,204,123 shares, representing 21.85% of the share capital. Apollo, through its instrumental company Manzana Spain Bidco, and the ISQ and TDR funds through Amber, maintained a ‘war’ of takeover bids for several months to gain control of Applus. However, Apollo withdrew its offer in mid-May, shortly after the CNMV provisionally prohibited the acquisition of new Applus shares at a price higher than 12.51 euros to the funds that signed purchase and sale contracts for the company’s securities. Spanish company with Apollo so that the fund took control of 21.85% of the Spanish company. EXTRAORDINARY MEETING TO EXCLUDE AND SET THE DIRECTORS AT FOUR After the ordinary general meeting of shareholders in June, Applus will hold an extraordinary meeting in July to approve the public acquisition offer (OPA) for the exclusion of shares that its shareholder intends to carry out majority, Amber, at a price of 12.78 euros per share, the same amount that allowed this company to achieve a controlling stake in Applus of 70.65% in its initial takeover bid. In addition to the approval of the exclusion takeover bid, at the extraordinary meeting, which will be held on July 18 in the first call or on the 19th in the second call, a modification of the Applus bylaws will be put to the vote to reduce the minimum number of members. of the board of directors. Currently, it is made up of 9 members within the range of 9 to 12 established by the corporate statutes, but the intention, and as stated in the agenda of the extraordinary meeting, is to set the number of directors at four. At this extraordinary meeting, the ratification and re-election of Alexander Metelkin and Linda Zhang as proprietary non-executive directors is planned.
