Editor’s note: This article was first published in December 2010. The CNMV warning, the minimum stake of €3,300 and the payment record it describes refer to that moment only. Nueva Rumasa, whose offer of stakes in Clesa this article presents as an investment, entered insolvency proceedings in 2011; many small investors in its promissory notes and capital increases were not repaid, and members of the Ruiz-Mateos family later faced fraud charges. This article is kept as a historical record and is not investment advice.
Clesa, the subsidiary of Nueva Rumasa, has launched a share capital increase, just as the group did in its day with the Dhul plant in Jaén, offering the chance to subscribe for stakes from €3,300 and become a partner in Clesa.
The CNMV (Spain’s securities market regulator) has once again issued a statement warning investors about this capital increase.
The CNMV points out that, because of the legal nature of the stakes (participaciones sociales) in a limited liability company, they cannot be regarded as transferable securities or financial instruments.
It adds that the legal regime for these stakes, set out in the royal decree on capital companies (Spain’s companies legislation), rules out their treatment as transferable securities and imposes restrictions that affect how they can be transferred and make it harder for the partner to sell them.
In other words, the stakes cannot be considered transferable securities, so the operation advertised by the Nueva Rumasa group cannot be classed as a public offering for the sale or subscription of securities of the kind regulated by the Securities Market Act.
For that reason, the CNMV cannot require Nueva Rumasa to publish a prospectus verified in advance by the regulator, or to sell the stakes through financial intermediaries under its supervision.
To date, despite the news reaching us about unpaid bills to suppliers and late wage payments to some workers, it is true that investors who put money into the earlier stake subscriptions have been paid on time.
Featured image: María Sacristán, CC BY-SA 4.0, via Wikimedia Commons.
