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Publicado el 22/3/2016
The Supreme Court has held that the prospectus for the IPO contained BANKIA economic and financial information that shortly afterwards proved to be seriously inaccurate.
Thus, he argues that the brochure contained errors that caused investors wrong idea formed about the solvency of the entity and consequently the possible return on investment, finally meeting really acquired securities of an entity to brink of insolvency, with multibillion-dollar losses unrecognized. Indeed, it stated the existence of benefits.
Understand, therefore, that the decision to small savers was an excusable error in the subscription of the shares that vitiate consent. Even states that have known the true situation of the Bank, said investors would not buy under any circumstances.
However, understood that other more qualified investors have the means to learn more about the situation of the entity.
Furthermore, the High Court considers that a preliminary ruling in the criminal field has not been necessary. The fundamental facts (the contents of the prospectus for public offering of shares of Bankia, the IPO and stock price, making the first financial statements of 2011, reformulation of accounts few days after the first were communicated to the CNMV and substantial difference between both public intervention and rescue, the almost total loss of value of shares, etc.) have not been denied by Bankia, who has maintained his defense in the civil deny that there was mistake , inaccurate or false information that was included in the prospectus for the public offering of shares.
That is, in the civil process is not discussed whether administrators falsified data included in the brochure but whether these data, inaccurate, error caused acquirers.
Hall explains how, after the evaluation of the evidence and the data set in the process, the conclusion that the prospectus for the public offering contained serious inaccuracies by not collecting the true financial position of Bankia was reached.
The disparity between the reality of Bankia when made public supply and that was reflected in the prospectus for that purpose issued, it reflected the finding of a series of events (the inspection of the Bank of Spain in December 2010, the sanction imposed on the audit firm that reported the correction of accounting data included in the prospectus, the intervention of Banco de Valencia in November 2011, the report of the European Banking Authority fixed at 1.329 million euros the capitalization needs of Bankia as only three and a half months after culminating the public offering of shares, and the formulation of the annual accounts for the year 2011 which were submitted to the CNMV in May 2012 in which a profit of more than three hundred million were collected euros, compared with a loss of about three billion euros resulting from the formulation of such accounts only twenty days later), evaluate them and draw conclusions from it. Also after analysis of expert reports, including technicians Bank of Spain appointed in criminal proceedings filed against the directors of Bankia.
In short, the rules on the market in cases of public offers for subscription of shares requires the prospectus just inform potential investors so they can form their consent knowledgeably about the nature and essence of investment, and risks that may affect the actions expected. Hence the importance of the information supplied by the entity itself, especially when is aimed at small investors, who can not obtain it from other sources.
It is obvious that in the case if the brochure had not contained serious inaccuracies proved, after publication, dissemination and comment in various fields, small investors would not have been interested in that offer.
After comparing various possible civil action, in the light of European and corporate regulations, the Board concludes that, in practice, the result is similar, the source of repayment to the investor the amount of the acquisition of the shares and return of these the issuing company.