The representatives of the so-called Grupo Empresarial Antioqueño (GEA) and Jaime Gilinski held their own hand in hand last Wednesday, at the eighth extraordinary meeting of shareholders held by Sura, in the context of the takeover bids (OPA) that the banker launched since November of last year by the holdings Nutresa, Sura and Argos.
The objective of Gilinski, owner of 38% of the shares of Sura, was for the shareholders to approve the hiring of an external audit, to review a series of purchase-sale contracts signed by the Paisa company since 2001, whose eventual liquidation would entail commitments economic, according to him, of regarding 800 million dollars, that is, between three and four billion pesos.
From the point of view of Sura’s management, the shareholder agreements signed with Munich RE, which owns 18.87% of Suramericana; Grupo Bolívar, which has 9.74% of Sura Asset Management; and Caisse De Dépôt Et Placement Du Québec (CDPQ), which holds 6.68% of Sura AM, were timely reported to the market and to the regulatory entity (Superfinanciera).
Likewise, it was explained that the operations with these strategic partners have been reflected in the company’s financial statements as minority interests, and since the entry into force of the International Financial Reporting Standards (IFRS), in 2014, the company has been consistent with those accounting policies, reflecting non-controlling interests separately within Grupo Sura’s equity.
Since May and at the request of Gilinski’s representatives on the Sura board, his son Gabriel, Ángela María Tafur and José Luis Suárez, explanations have been provided on the accounting impacts of these negotiations; in particular, those with Grupo Bolívar and CDPQ.
But an annotation or caveat by the statutory auditor, in charge of EY, in the Sura results report as of June this year, unleashed a wave of questions from Gilinski regarding these agreements, for which he requested the holding of the assembly with the objective of having an external auditor to analyze the scope of these moves and look for other similar contracts that, possibly, have not been disclosed (see To learn more).
Lawyers on the road
Wednesday’s session, at the Medellin Marriott hotel, lasted for almost three hours, in which the representatives of both parties engaged in extensive discussions that, according to some meeting attendees, only served to “show their fangs.” in the face of future discussions and debates that may possibly reach legal instances.
This is how Néstor Camilo Martínez, from Gilinski’s legal entourage, was in charge of initiating the pulse by asking for explanations regarding Sura’s obligations in the three contracts, because these do not appear in any of the reports delivered to the market.
Daniel Posse, on behalf of Nutresa, and Jaime Moya, on behalf of Cementos Argos, responded by pointing out that the meeting was not the space for the shareholders, in this case the Gilinskis and their representatives, to exercise the right of inspection, which can be carry out in the days prior to the meeting.
Another lawyer from the Gilinski firm, José Miguel Mendoza, considered that the highest corporate body of a company is the shareholders’ meeting, which is why it has the power to monitor the administrators, ask them to account and respectfully demand that they answer the shareholders’ questions.
“I understand the surprise of many participants in this meeting, because it had never happened in a Sura meeting that the shareholders asked questions, nor that the reviewer summoned extraordinary meetings,” said the lawyer.
Additionally, he suggested that the structure that has been designed in the GEA makes it impossible for the shareholders to adequately control the administration of the companies that comprise it, because, according to what he said, that structure “defies the laws of nature, and leaves without rights to the shareholders”.
Faced with these demonstrations, it was Gonzalo Pérez, president of Sura, who assumed the defense: “There are value judgments that I do not accept. For example, that the administration is not used to being questioned. This company is 77 years old, and has had not only one shareholder or two, but more than 14,500, and these administrations hold public meetings year following year, in which the shareholders express themselves freely”. The applause erupted and lasted for almost half a minute.
More pulses
In another of his speeches, Martínez inquired why the shareholders of Sura, particularly Nutresa and Argos, “do not want to know the potential obligations of the company” in the face of past contracts, noting that “there is personal spirit and a very strong bond that prevents them from seeing objectively what we brought to the assembly. We do not make any kind of accusations, we just want to find out why those obligations, of hundreds of billions of pesos, were not disclosed in the financial statements”.
Although at the end of the meeting this newspaper approached Martínez to specify whether the amount of these obligations is 800 million dollars, as Gilinski stated before the audience, the lawyer admitted that it is not yet possible to know what the exact figure is.
In his turn, Guillermo Villegas, who spoke on behalf of a group of minority shareholders, questioned whether Sura’s administration is having time to properly attend to the different businesses.
Criticizing the series of extraordinary meetings called in the development of the takeover bids, and others at the request of the Gilinski family, Villegas argued that “today time in Medellin is not counted in months or weeks, but in Sura assemblies.” .
In this context, it is worth noting that from December 2021 to August 2022 the holding The financial institution has held eight extraordinary assemblies, in addition to the ordinary one held in March.
And regarding the exception made by the statutory auditor in Sura’s most recent financial report, Villegas noted that the note did not make an exception for all of Sura’s financial statements.
“The caveat what it says is that until the Sura administration completes the analysis [frente a los contratos que critica Gilinski], cannot draw a conclusion. We hope that EY performs its duties and establishes a position”, said Villegas.
Once once more, Gilinski’s bishops jumped up and noted that Grupo Sura’s consolidated financial results for the second quarter of this year were classified as historical, accumulating a net profit of one billion pesos, which, according to them, shows that the administration does he’s doing good business.
Additionally, they emphasized the valuations that the shares of the Nutresa and Sura groups, in which Gilinski has relevant participations, observe in the Colombian Stock Exchange (BVC), since these species accumulate variations greater than 30% in their price. , so far this year.
The lesson
After knowing the position of the representatives of the Argos and Nutresa groups, of not supporting the hiring of an external audit, Gilinski himself serenely asked to withdraw that proposal, and trusted what the EY review finally indicated.
Of course, the banker emphasized that these contracts of sale or put they will have an impact for all Sura shareholders when they are liquidated. He warned: “No one exercises the put in good times, that happens in bad times.
And he ended with this message for the administration: “As the majority shareholder of Sura, I trust you, the company, and that from now on the market and me will be informed of any issue that you consider material.”
Upon leaving the auditorium, for many of the participants the feeling was confused, because, despite Gilinski’s calm tone in his statements, with the action of his proxies the message that remained was: “I brought you the rottweilerthose bite, but I don’t” (see What’s next?).
