Despite increasing its shareholding, Laxey has no control over Implenia following its decision to deregister its own shares – Suspicions grow that Laxey has problems and is attempting to make a quick capital gain – Further defeats for Laxey at the Federal Supreme Court
Dietlikon, 22 June 2009 – Implenia's board of directors notes that Laxey has built up its stake in Implenia to 50% plus one share, a move which the board had been expecting and Laxey has now confirmed. The board continues to emphasize, however, that according to both a decree issued by Switzerland's new Financial Markets Supervisory Authority, FINMA, and a ruling handed down by the Swiss Federal Administrative Court, Laxey deliberately infringed its reporting obligations when building up its shareholding, meaning that its current stake in Implenia was acquired illegally.Another defeat for Laxey at the Supreme Court
The board of directors is confident that the Federal Supreme Court, as the final court of appeal, will uphold the lower court's decision and rule that Laxey's conduct when purchasing the Implenia shares contravened stock market law. It believes that this view is fully justified given the two decrees issued by the Supreme Court on 2 June 2009 and 11 June 2009. These ruled that Implenia is a party to Laxey's appeal to the Supreme Court, meaning that Implenia has the right to full inspection of the relevant documents. Laxey tried to block both decrees.
It can be assumed that the concurrent case brought by the Federal Department of Finance (FDF) against Laxey's managers for failing to fulfil their reporting obligations will result in a fine for Laxey. It is also expected that as soon as the Federal Supreme Court has made its decision, Canton Zurich's Public Prosecution Office will charge Laxey's managers with the criminal offence of price manipulation.
Laxey strips its own shares of voting powers
Against this background, the increase in its stake to one share beyond the 50% threshold looks very much like a desperate attempt by Laxey to build up a big shareholding in the hope that this will be easier to offload at a profit. The rash nature of Laxey's actions is further confirmed by the fact that it has had all but 0.9% of its shares delisted from Implenia's share register. This means that Laxey cannot exercise any control over Implenia, despite holding more than 50% of its shares. The fact that Laxey requested the deregistration suggests that it may well be experiencing internal problems. Having backed itself into a corner with its illegal actions, its key personnel now face the prospect of punishment once the court cases are finished.
Laxey torpedoes possible sale to Swiss investors
In an attempt to find a lasting solution that serves the interests of all concerned, Implenia's board of directors has on several occasions offered to help place Laxey's shares with Swiss investors. A solution was negotiated recently, but Laxey torpedoed it at the last moment by increasing its price demands. The incident showed once again that Laxey's only interest is in maximising its capital gain.
Over the last two years, Laxey itself has been unable to present Implenia's board with a concrete suggestion of a possible buyer for its parcel of shares. In any case, selling Implenia – especially to a foreign buyer – makes no sense strategically, because Implenia is best placed to generate added value for its shareholders and other stakeholders in the medium and long term if it remains an independent Swiss company. This also explains why Laxey has been unable to place its shares.
The board is therefore absolutely determined to maintain its registration policy for foreign shareholders.
Contact:
Aloys Hirzel
Hirzel. Neef. Schmid. Konsulenten
Tel.: +41 79 401 43 79
E-mail: aloys.hirzel@konsulenten.ch