Kernel's Polish minority shareholders demand meeting to discuss delisting

MOSCOW. April 19 (Interfax) - The Polish minority shareholders of the Ukrainian agricultural holding Kernel, who own 21.59% of the shares overall, demand to convene a meeting in order to discuss the delisting of Kernel's shares from the Warsaw Stock Exchange, Ukrainian media reported, citing the company's letter dated April 17 that was published on the exchange's website.

Kernel majority shareholder Andrei Verevsky initiated the buyback of the holding's shares from minority shareholders with subsequent delisting, and the board of directors supported the initiative. The tender for the buyback of shares was announced at the end of March.

"In the opinion of the shareholders, depriving the shareholders of the company of the opportunity to express their opinion on the delisting is clearly contrary to article 91(3) of the (Polish) law ('On public offering'), since (...) this must be accepted by the ownership body (i.e., consisting of shareholders ) by a 9/10 majority vote in the presence of shareholders representing at least half of the charter capital," according to the letter.

The minority shareholders emphasize that depriving minority shareholders, especially pension funds, of voting rights in the delisting, and thus depriving them of the protection of their assets under management guaranteed by the Polish public offering law, is contrary to the principles of Polish legislation.

"Property remains under the protection of the state, as expressly stated in the Polish Constitution. This circumstance remains relevant, particularly given that the potential delisting forces some minority shareholders to sell shares under the offer owing to the legal inability of the fund to invest its assets in shares of private [non-public] companies. Pension funds will not be able to retain the company's shares in their portfolio after the termination of their circulation on the organized market," the letter's authors indicate.

Kernel in turn claims that these provisions of Polish law do not apply to it, since its holding company is registered in Luxembourg and is regulated by the norms of Luxembourg laws. According to them, Kernel emphasizes, a decision of the board of directors is sufficient for delisting.

"The interpretation of Polish legislation on delisting issues, including in the shareholders' letter, (...) is not true and misleads other shareholders of the company," Kernel said.

The company noted that it would defend itself "by all available means" in order to respect the corporate and property rights of shareholders, in the event of filing any lawsuits against the company, the board of directors and/or any director in particular.

Kernel is the largest producer of vegetable oil in Ukraine and its exporter. The company also cultivates agricultural products and sells them.