The proximity of the annual meeting of shareholders of the South American Investment Group (Grupo Sura)that will take place this Friday, March 31, fueled again the dispute that the Gilinski family had raised for just over a year to gain control of the boards of directors of Sura, Nutresa and Argos, companies that control the so-called Grupo Empresarial Antioqueño (GEA), once the takeover bids (takeover bids) were completed, in which the owners of the GNB Sudameris Group failed to acquire the majority shareholding of those firms.
(Also read: Sura employees protested against what they call a ‘hostile takeover’ of Gilinski)
But, what is this new development in a dispute, which seen from a broader historical context goes back several decades, when the same contenders engaged in a tough legal battle for control of one of the largest banks in the country? back then (Bancolombia)and that today it begins to take on similar overtones with the judicial stands involved, here we tell you.
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When will the shareholders of Grupo Sura meet?
The annual assembly of the organization’s members will meet next Friday, March 31, starting at 10:00 a.m. in Plaza Mayor (Calle 14 No. 55-80), Medellín (Antioquia), as it usually does for some years. to approve its 2022 financial statements, discuss the dividend distribution proposal and appoint a new board of directors, among other issues.
However, the shareholders JGDB Holding SAS and Nugil SASrequested the Statutory Auditor of Grupo Sura (Ernst & Young Audit SAS) to call an extraordinary meeting of the Shareholders’ Meeting that same day, but at 7:55 in the morning, according to what was reported to the Financial Superintendence.
That appointment will be given just five minutes before another extraordinary meeting scheduled for 8 in the morning of that same Friday and convened this time by Grupo Sura. Consequently, that same three (3) meetings of the Assembly of the company will be held, as follows:
• 7:55 am extraordinary meeting
• 8:00 am extraordinary meeting
• 10:00 am ordinary meeting
Why are extraordinary meetings called?
As reported to the shareholders of South Group, As well as the market authority itself, these meetings will have the purpose, among other points of order, of electing a new board of directors for the organization, at least that is what the Gilinski family is looking for with their summons.
In the case of the call of Grupo Sura, it seeks to analyze possible conflicts of interest of its delegates in the voting of the ordinary and extraordinary assemblies of the Nutresa and Argos groups, according to a communication sent to the Financial Superintendence.
What sense do these plays have?
Everything indicates that the appointment of the new board of directors of Grupo Sura in that first extraordinary meeting on Friday will be made up of representatives related to the interests of the Gilinski family, which would give it power in the entire GEA, despite not being the largest shareholder in any of the three companies it controls.
As recalled, the Gilinskis control 38 percent of Grupo Sura and 31 percent of nutresa.
How will the Gilinskis manage to appoint a board in their favor?
According to what has transpired, the Gilinski family seeks that the Superintendence of Companies decree precautionary measures so that the representatives of the Nutresa and Argos groups cannot vote in the election of the board of directors of Grupo Sura next Friday, a decision of the authority that would make known in the next few hours, that is, before the first extraordinary meeting is held that same Friday.
By what means would the intervention of the Supersocieties take place?
Luis Eduardo Nieto, one of the lawyers representing the Gilinskis, presented a few days ago before the superintendency of companies a lawsuit to prevent the delegates of Nutresa and Argos from participating in the election of the board of directors of Sura, a legal strategy similar to the one used by said investors to block the participation of Sura and Argos in the election to elect the board of directors of Nutresa .
But the new demand includes the request to the market authority of «Urgent reservation request», therefore, the representatives of Grupo Sura, apparently, did not have access to the lawsuit nor were they notified.
What happens if the Supersociedades dictate the precautionary measures?
That the Gilinskis will be able to vote in the extraordinary assembly at 7:55 in the morning next Friday without the intervention of the other large partners of the organization and will be able to elect a board of directors in their favor.
Consequently, the extraordinary assembly called by Sura for 8 in the morning of that same Friday will not make any sense and the gilinski they would keep control of Sura, including the delegates on the boards of the Nutresa and Argos groups.
This, without even having share control of these companies, since they did not obtain them through the takeover bids carried out at the end of 2021 and during a good part of 2022, with which they nevertheless achieved significant stakes.