The Extraordinary General Meeting held on 2nd September 2005 approved HOCHTIEF AG’s proposal to embark on their squeeze-out. There was a delay of several months whilst the Municipal Court deliberated suspending the record of decision for the Business Register. The reason given was that relevant provisions in the Commercial Code were contrary to the Constitutional Order, leading to a proposal to nullify these stipulations being filed. However, following an appeal by the company, a Court of Appeal delivered a judgment in favour of the process continuing. This resulted in the recording of the verdict delivered at the Extraordinary General Meeting in the Business Register on 22nd February 2006. The decision was made public on 15th March in the Commercial Bulletin.
HOCHTIEF AG has become 100% owner of HOCHTIEF VSB’s shares on 15th April 2006, the date marking the validity of the decision made at the Extraordinary General Meeting. On the basis of the verdict given at General Meeting, all shares held by minority shareholders were transferred to the majority shareholder as of 18th April.
HOCHTIEF AG, through the ČSOB bank, paid minority shareholders a sum amounting to 3,491 CZK per share.
The most important milestones of the process:
- The Extraordinary General Meeting took place – transfer of the shares was approved 2. 9. 2005
- The decision of the Extraordinary General Meeting was published 19. 9. 2005
-The application for registration of the resolution in the Business Register 29. 9. 2005
- The declaration by the Municipal Court to disallow entry of the decision 11. 10. 2005
-The appeal against the verdict of the Municipal Court 27. 10. 2005
- The Court of Appeal’s pronouncement that the entry of the decision from the Meeting not be disallowed 3. 1. 2006
- The verdict of the Extraordinary General Meeting was recorded in the Business Register 22. 2. 2006
- The decision made at the Extraordinary General Meeting was published in Commercial Bulletin 15. 3. 2006
- The verdict given at the Extraordinary General Meeting was enacted 15. 4. 2006
HOCHTIEF AG 100% shareholder of HOCHTIEF VSB
- The transfer of shares to the majority shareholder by the Security Centre 18. 4. 2006
- The period for payment of purchase price: 6 weeks from the registration of the ownership right of the majority shareholder at the Security Centre - until 30. 5. 2006