By Doris Leblond
OGJ Correspondent
PARIS, Dec. 1 -- Banco Santander Central Hispano SA (SCH) said the Netherlands Arbitrage Institute has ruled against the bank and in favor of Total SA regarding control of the Spanish integrated oil company, CEPSA Group.
Total requested arbitration, claiming that SCH violated a shareholder pact when it launched a bid in September for an additional 16% of CEPSA without consent of all the parties (OGJ Online, Oct. 14, 2003). SCH's bid ended Nov. 24 with only 12.13% acquired.
Previously, SCH argued that new Spanish corporate governance law invalidated the shareholder pact. Total argued that the pact remains in force. SCH said the court on Nov. 25 asked the Spanish bank and Total to jointly manage their shareholders in CEPSA under the disputed shareholders pact.
Total owns 45% of CEPSA. It owns 37% directly and 8.3% through the holding company, Somaen Dos SL. SCH owns 30% of CEPSA through Somaen Dos.
Arbitrators froze the bank's 20% stake as well as a newly acquired 12.13% stake. SCH will not be able to exercise voting rights in the newly acquired shares.
