On December 10, the Court of Justice of the European Union delivered a judgment in response to questions from the Department of Administrative Cases of the Senate in a dispute between a foreign company Euromin Holdings (Cyprus) Limited and the Financial and Capital Market Commission (FCMC). The FCMC decision has set a different repurchase price for JSC Ventspils nafta shares for a foreign company.

In the present case, the applicant – a foreign company Euromin Holdings (Cyprus) Limited – acquired the shares of JSC Ventspils nafta. As Euromin Holdings (Cyprus) Limited acquired 93.24% of the voting shares of JSC Ventspils nafta, it was obliged to make a mandatory share repurchase offer to other shareholders of this company. The applicant submitted a draft share repurchase offer to the Financial and Capital Market Commission. The FCMC did not agree with the applicant's calculations and by a decision allowed the applicant to make a mandatory share repurchase offer at a higher price.

Having examined the application of the foreign company Euromin Holdings (Cyprus) Limited for annulment of the FCMC decision, the Regional Administrative Court partially satisfied the application. The Court declared the decision of the FCMC unlawful and ordered the applicant to compensate the losses in the amount of 50% between the share price set by the FCMC and the price at which the shares had to be repurchased.

The Senate, when considering the cassation appeals of the foreign company Euromin Holdings (Cyprus) Limited and the Financial and Capital Market Commission against the judgment of the Administrative Regional Court, had to decide whether the FCMC correctly applied the law by including minority shareholders or non-controlling interests in the calculation of share price. Accordingly, the issue was related to Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, regarding which the Senate had doubts, therefore on 30 September 2019 the Senate suspended the proceedings and referred questions for a preliminary ruling to the Court of Justice of the European Union.

With the entry into force of the judgment of the Court of Justice of the European Union, there will be the basis for the resumption of cassation proceedings in the case.

Case No SKA-28/2019; A43007716

 

 

Information prepared by Baiba Kataja, the Press Secretary of the Supreme Court

Tel.: +371 67020396; e-mail: baiba.kataja@at.gov.lv