Hili Properties minority shareholders face squeeze-out risk after parent crosses 90% threshold

Minority shareholders in Hili Properties PLC are facing the prospect of a squeeze-out after the company’s parent, Hili Ventures, raised its holding above the critical 90 per cent threshold, strengthening its ability to push for a delisting from the Malta Stock Exchange.

In a regulatory filing, Hili Ventures said it had increased its voting rights in Hili Properties from 89.96 per cent to 90.10 per cent following the acquisition of 571,360 ordinary shares.

The move gives the privately held parent company, which is controlled by businessman Melo Hili, the legal ability to initiate steps that could ultimately force remaining shareholders to sell their shares or hold stock in an illiquid, unlisted company.

Under Maltese rules, a shareholder holding more than 90 per cent can seek to delist a company, subject to approval by the board, a shareholder vote and authorisation by the Malta Financial Services Authority.

While a delisting requires backing from more than 95 per cent of shareholders at an extraordinary general meeting, minority investors fear the balance of power has now tilted decisively in favour of the parent.

Hili Ventures has been attempting to delist Hili Properties for more than a year.

A voluntary offer made in 2025 failed after minority shareholders rejected the proposed price, arguing that it undervalued the company’s assets and prospects.

Asked whether the group still intends to pursue a delisting, a spokesperson for Hili Properties confirmed the increase in Hili Ventures’ stake and outlined the formal steps required for a discontinuation of listing, stressing that all shareholders would be entitled to vote.

Tensions between the company and its minority investors were laid bare at last year’s annual general meeting, where shareholders voiced anger over governance and returns. Several investors openly accused the board of acting against their interests, according to attendees.

The company had also announced that it would not be paying a dividend, despite having promised an annual yield of about 4 per cent in its original prospectus.

Directors said the decision reflected the need to conserve cash ahead of the maturity of a multi-million-euro bond, even though the group reported a profit of about €4.7 million in the most recent reported financial year.

The dispute echoed a failed buyback attempt, when Hili Ventures offered €0.24 per share to investors who had bought in at €0.27. At the time, the company’s net asset value stood at about €0.324 per share, fuelling accusations that the offer represented a significant discount.

With the parent now over the 90 per cent mark, the remaining minority shareholders are bracing for renewed pressure and a narrowing set of options.