Analysis: the immobilisation defines the transaction

The number that governs this offer is not the price but the 77,23 percent already immobilised. Because those 70.615.637 shares are set aside, the bid is effectively for 20.820.562 shares, and every mechanism that follows turns on how many of them are tendered. The regime allows precisely this arrangement, since holders who voted for the delisting and lock up their shares until the end of the acceptance period fall outside the offer, and the prospectus must name them.

That leaves two distinct outcomes written into the CNMV’s own resolution, and the disclosure does not say which will apply. If Bondalti ends the acceptance period below the article 116 thresholds, the shares leave trading once the offer settles, and any holder who did not tender is left with unlisted stock. If acceptances carry the offeror to at least 90 percent of voting capital, and at least 90 percent of the voting rights not already held accept, the compulsory purchase and sale machinery opens in both directions, and delisting waits for the last of those transactions or for the expiry of the period to demand them. The gap between 77,23 percent and 90 percent is what the acceptance period will resolve.

The price of 3,505 euros carries a different kind of information. It was set by the target, not the bidder, and article 10 floors it at the higher of the equitable price and a weighted reading of five valuation methods, one of which is the six-month weighted average market price before the delisting proposal was announced. The authorisation confirms that the CNMV considered the prospectus content sufficient after modifications registered on 17 July 2026, five days before the resolution. It does not disclose which valuation method drove the figure. The valuation report accompanying the prospectus as a complementary document is where a careful reader would look next, together with the identity of the immobilised holders that the same prospectus is required to disclose.

What the documents say

The council of the Comision Nacional del Mercado de Valores resolved on 22 July 2026 to authorise the delisting offer for Ercros, S.A. (BME: ECR) presented by Bondalti Iberica, S.L.U. on 1 July 2026, finding its terms consistent with the rules in force and the explanatory prospectus sufficient after the last modifications registered on 17 July 2026.

The offer is addressed to the whole of Ercros’ share capital, 91.436.199 shares admitted to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and included in the electronic interconnection system, excluding 70.615.637 shares representing 77,23 percent of the capital which the offeror has immobilised. It therefore extends in practice to 20.820.562 shares, 22,77 percent of the capital. The price is 3,505 euros per share.

How the offer proceeded

Bondalti’s request for authorisation was made public on 1 July 2026 under article 17 of Real Decreto 1066/2007, which governs takeover bids, with the detailed terms left to the prospectus to be published after the CNMV cleared the transaction. On 23 July 2026 the first of the announcements required by article 22 of that decree was published. The CNMV then set the acceptance period, which runs from 24 July 2026 to 10 September 2026, both days included.

The price was fixed by Ercros itself rather than by the bidder, in accordance with article 65 of Ley 6/2023 and article 10 of Real Decreto 1066/2007. That allocation of responsibility is a feature of the delisting regime: article 10 requires the delisting resolution, the offer and the price to be approved by the general meeting of the company whose shares are to be withdrawn, and allows the offer to be made either by that company or by another party with the meeting’s approval.

What the rules require of a delisting offer

Article 65 of Ley 6/2023 states that a company resolving to delist its shares from regulated markets must promote a takeover bid addressed to all the securities affected. The article treats as equivalent to delisting those corporate transactions through which shareholders of a listed company may become, wholly or partly, members of an unlisted entity. The CNMV may waive the bid where an equivalent procedure protects the legitimate interests of the affected shareholders, or where the security trades on another EU venue.

Real Decreto 1066/2007 adds the mechanics. The offer may only take the form of a purchase, and the entire price must consist of money. It must be addressed to all holders of shares, including non-voting shares carrying voting rights at the time authorisation is sought, and to holders of subscription rights and of convertible and exchangeable bonds. It need not be addressed to holders who voted in favour of the delisting and immobilise their securities until the acceptance period has run, and the prospectus must state that circumstance clearly and identify both the immobilised securities and their owners.

The price floor is set by valuation. Article 10 requires a valuation report justifying the proposal and the price on the basis of the company’s book value, its liquidation value, the weighted average market price over the six months immediately before the delisting proposal was announced, the consideration offered in any takeover bid made in the preceding year, and other methods commonly accepted in international finance such as discounted cash flow and multiples of comparable companies and transactions. The report must justify the relative weight given to each method, and the offer price may not be lower than the higher of the equitable price and the result of those methods considered together.

The delisting mechanics after the offer

Under the seventh paragraph of article 10 of the decree, the shares are removed from trading once the transaction has been settled. The CNMV resolution adds the alternative path: if the circumstances set out in article 116 of Ley 6/2023 arise, the shares are delisted when the last of the possible compulsory purchase and sale transactions has been settled, or when the period for demanding them has expired.

Article 116 applies where, following a bid for all the securities, the offeror holds at least 90 percent of the capital carrying voting rights and the offer has been accepted by holders of at least 90 percent of the voting rights other than those already held by the offeror. In that case the offeror may require the remaining holders to sell at an equitable price, and those holders may equally require the offeror to buy at an equitable price.