The extraordinary meeting on July 29 will decide the future of the Polish construction company Mostostal Warszawa, controlled by Acciona (62.13%), which proposes a capital increase at 1 zloty per share. The PZU fund (19.14%) rejects the price and presents alternatives.
The Polish construction company Mostostal Warszawa, majority-owned by Acciona, faces a decisive week. On July 29, its shareholders will meet in an extraordinary general meeting to vote on a capital increase that the Spanish group proposes at a price of 1 zloty per share. The second largest shareholder, the semi-public pension fund Open Pension Fund PZU Zlota Jesien, which controls 19.14% of the capital, opposes it outright, considering the price too low.
Acciona, chaired by José Manuel Entrecanales, owns 62.13% of Mostostal Warszawa. The operation it proposes not only seeks to capitalise the subsidiary but would also trigger a public takeover bid (OPA) for 100% of the company. The Spanish group has requested authorisation from the Polish Financial Supervision Authority (KNF) to launch this OPA at 1 zloty per share, a process that could extend until November and, if it surpasses 95% of the capital, would force the exclusion of the construction company from the stock exchange.
The need for the capital increase stems from the financial problems of Mostostal Warszawa. The board of directors has estimated that the company requires between 375 and 520 million zlotys (between 86.6 and 120 million euros) to ensure its long-term viability. These needs arise from difficulties in several large-scale projects within its portfolio. To cover them, Acciona proposes a capital increase at 1 zloty per share, a price that, according to the company, exceeds the fair value determined by an independent auditor.
However, the market price of Mostostal Warszawa is trading well above that figure. At Thursday's close, shares were at 3.67 zlotys, giving the company a market capitalisation of 403.7 million zlotys (93.2 million euros). The PZU fund considers the price proposed by Acciona to be extremely low and has presented two alternatives for the capital increase.
The first alternative from PZU involves issuing new shares with total exclusion of the current shareholders' preferential subscription rights, allowing for the entry of new institutional investors. The second maintains the preferential subscription rights for all shareholders but at a minimum price of 4.58 zlotys per share and for an amount of 113.5 million zlotys (26 million euros).
This is not the first time that both parties have clashed over this issue. At the ordinary shareholders' meeting of Mostostal held in June, Acciona already attempted to push through the capital increase at 1 zloty, while PZU then defended a price of 6.5 zlotys. That point was not voted on and was postponed to the extraordinary assembly next week.
Meanwhile, Acciona has extended the maturity of the short-term financing it provides to Mostostal Warszawa. The amount stands at 114.26 million zlotys (26.4 million euros) and the new deadline is July 30, just one day after the meeting. The Spanish company has warned that it does not intend to maintain this support indefinitely and demands a structural solution for the Polish subsidiary.
The final decision does not only depend on the shareholders. The KNF must rule on the OPA requested by Acciona, and its ruling will condition the terms under which the Spanish group can participate in the capital increase. If the Polish supervisor gives the green light, Acciona could launch the OPA and eventually exclude Mostostal from the stock exchange, thereby consolidating its total control over the construction company.
For investors and followers of Mostostal Warszawa, the meeting on July 29 is a turning point. If the capital increase at the price proposed by Acciona is approved, minority shareholders would see their stake diluted to a value far below the market price. Conversely, if PZU's proposal succeeds, the capital injection would be greater and the price closer to the current quotation. The outcome will mark the future of one of Poland's most emblematic construction companies.
Next week, the KNF is expected to issue its ruling, which could clarify the situation even before the meeting. Meanwhile, shares of Mostostal Warszawa will continue trading on the Warsaw Stock Exchange, attentive to the movements of its two major shareholders.
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