OHL will join Abertis’s capital stock with a 14.7% stake

OHL has reached an agreement with both Abertis and ACS to enable the Group presided by Juan-Miguel Villar Mir to reach a 14.7% stake in Abertis’s capital stock, thereby becoming one of the company’s three largest shareholders.

OHL-Abertis Agreement of Intent OHL and Abertis have signed an agreement of intent in order for OHL’s listed subsidiary in Brazil, OHL Brazil, to join Abertis through a corporate restructuring.

The operations referred to in the agreement are pending various requirements and steps that are standard in this type of procedure, including a negotiation of the relevant agreements. The agreement of intent is not binding and all operations should be approved, if necessary, by the Boards of Directors of OHL and Abertis no later than 29 May 2012.

The restructuring will consist of a partial spin-off of the assets of OHL Concessions, in favor of Abertis.

OHL Concessions holds 100% of the Brazilian companies Partícipes en Brasil, with a 60% share in OHL Brazil, and SPI-Sociedade para Participaçoes em Infraestrutura, with various banking liabilities.

The spun-off equity to be incorporated into Abertis consists of 100% of Partícipes en Brasil (and, consequently, 60% of OHL Brazil), 100% of SPI-Sociedade para Participaçoes em Infraestrutura and the liabilities associated to these companies, which at the closing date of the operation approximately amounted to 530 Million Euros.

OHL expects to receive a 10% stake in Abertis’s capital stock which, at today’s closing price would approximately be worth 900 Million Euros. Furthermore, Abertis would subrogate said 530 Million Euro liabilities.

In any case, the company OHL Brazil would remain listed in Brazil.

As a separate operation from the foregoing, the agreement of intent also foresees an acquisition by Abertis of OHL’s concession assets in Chile, which have been valued at approximately 200 Million Euros for the purposes of the deal, to be paid in cash.

With this transaction OHL would become one of Abertis’s reference shareholders. The parties have agreed that both companies will explore future forms of collaboration and ways in which to reinforce their relationship.

Agreement with ACS On today’s date, 25 April 2012, OHL has also purchased from ACS a share package representing 4.7% of Abertis’s capital stock, through an equity swap agreement.

Further to this purchase and once the corporate restructuring process described has ended, as the case may be, OHL would hold a 14.7% stake in Abertis’s capital stock, thereby becoming one of Abertis’s three largest shareholders.

An intended long-term stake OHL has entered Abertis’s capital stock intending to remain in the long term, with no time limit, in order to loyally collaborate with the other shareholders in the company’s best interest.

Along with Abertis’s leading shareholder, “la Caixa”, OHL shares its view on the company’s future and its strategic objectives. When deciding to join Abertis’s shareholding, of great significance was the fact that “la Caixa”, a top-ranking financial entity in Spain and worldwide, is the company’s leading shareholder. OHL has confirmed its satisfaction with becoming one of “la Caixa”‘s partners in Abertis’s capital stock.

The total business and assets covered by these operations has represented 24.0% of OHL Group’s turnover figure and 37.5% of its EBITDA for 2011, as well as 23.3% of its assets and 32.2% of its indebtedness at 31 December 2011.

Based on 2011 data, the profit attributable to OHL for its 14.7% stake in Abertis would be higher than its contribution to the resulting assets and liabilities included in the transaction, which would therefore have a positive impact on OHL’s profit per share- approximately 20% more.

Likewise, as a result of this operation, the OHL Group would practically double its net wealth at 31 December 2011.

Once concluded, this transaction will fall within OHL Concessions’s mature asset turnover strategy, realizing the value created in these assets and generating additional resources to develop new projects in other countries where it is already present (Mexico, Spain, Peru, Argentina and India) or in other new ones.

With its entry into Abertis’s capital stock, OHL will become the reference member of the world’s leading transport infrastructures operator; OHL’s credit position will improve and recurrent cash flows will increase, improving access to capital markets with a positive effect on the company’s rating.

Through its stake in Abertis, OHL will remain present in the Brazilian and Chilean markets, both with a huge potential and in which OHL fully trusts.