CRH denies Uniland share purchase is ’unlawful and fraudulent’

CRH denies Uniland share purchase is ’unlawful and fraudulent’
Published: 10 February 2006

CRH has categorically rejected the allegations by Spanish cement group Corporacion Uniland SA that its purchase of a 26.3 per cent shareholding in Uniland was ’unlawful and fraudulent’. 
 
Earlier, Uniland said it was starting legal action against CRH in an effort to overturn the share purchase. CRH bought the stake six weeks ago for EUR300m. 
 
CRH bought the shares after some Uniland family members sold their shares to a series of Spanish holding companies who were then bought out by CRH. 
 
Uniland said this indirect purchase was carried out ’fraudulently’ and contravened the pre-emption rights of Uniland’s other shareholders who they believe should have been given the opportunity to buy the shares first. The remaining 74 per cent of Uniland’s shareholders have now come to a binding agreement not to sell any further shares to CRH. 
 
However, CRH and its Spanish legal advisors said they were satisfied that the group had ’full and legal title’ to the 26.3 per cent stake. 
 
It added that the press release issued by Uniland was ’inaccurate’ in a number of factual respects and expressed its regret that Uniland had initiated legal action. CRH said it would take all the necessary steps to protect its position. 
 
Uniland, which has begun the action in the Barcelona Commercial Court, wants CRH to hand back the stake and offer the company and the rest of its shareholders the opportunity to buy the 26.3 pct shareholding at the same price it paid for it. 
 
Uniland is also unhappy about CRH’s presence on its share register through its indirect share purchase which it claims is ’damaging the independence’ of the company. It said it would consider further legal action to restore the situation and to protect it from any takeover threat.