CRH rejects illegal share buy claims

CRH last night rejected claims it had illegally purchased shares in a Spanish cement company.

The building material giant, one of the country’s largest companies, said the €300 million purchase of a 26.3% stake in Corporación Uniland was organised correctly.

Corporación Uniland said it had begun a legal challenge in the Spanish courts to force CRH to relinquish the shares.

In December, CRH bought the 26.3% stake in Barcelona-based Corporación Uniland, but the Spanish accused CRH of “fraudulently” buying the shares.

Uniland claimed the shares were acquired in two phases. In the first, certain shareholders in Corporación Uniland sold about 6% of the cement maker’s share capital to several holding companies, which in turn already owned about 20% of Uniland.

In the second phase, CRH acquired the entire share capital of these holding companies, whose principal assets are shares in Corporación Uniland.

“The board of Uniland considers this indirect purchase by CRH was carried out fraudulently and in violation of the company’s articles, since it contravened the pre-emption rights of the company itself and of its other shareholders. Likewise, the board of Uniland considers that the presence of CRH damages the independence of the company, which is one of the strategic principles of its commercial activity,” it said.

CRH last night rejected the claims, saying it, and its Spanish legal advisors, were satisfied it had full and legal title to its 26.3% shareholding.

“CRH regrets the board of directors of Uniland has initiated legal action and will take all necessary steps to protect its position,” the company said.

It also accused Corporación Uniland of factual inaccuracies in its statement.

Uniland warned it would take “appropriate legal and statutory means to restore order to the company and protect the rights of the company and its shareholders”.

Uniland began the legal action against CRH at the Barcelona Commercial Court on Wednesday. It wants the court to enforce the application of the pre-emption rights, which it claims have been denied to the company and its shareholders, and to force CRH to sell back the shares at cost.

“Regarding the presence of CRH in Uniland’s share capital, the owners of the 74% of shares which were not sold to CRH have come to a binding agreement to protect the company against CRH and secure proper governance of the company,” it added.