Inside information notice. On initial public offerings and public offerings for financial instruments

September 17, 2024

TO THE NATIONAL SECURITIES MARKET COMMISSION

Pursuant to the provisions of Article 226 of the Securities Markets and Investment Services Act and other implementing regulations, approved by Law 6/2023, of 17 March, Obrascón Huarte Laín, S.A. (“OHLA” or the “Company”) hereby announces and makes public the following:

INSIDE INFORMATION NOTICE

In relation the information provided through the inside information notice dated 5 August 2024 (with registration number 2367) regarding (i) the non-binding letters of intent signed with Excelsior Times, S.L.U. (“Excelsior”) owned by the businessman Mr. José Elías, member of a consortium of investors (collectively, the “Consortium”), and Inmobiliaria Coapa Larca, S.A. de C.V. owned by the Mexican businessman Mr. Andrés Holzer (“INV” and together with the Consortium, the “Investors”) about their potential participation in two capital increases of up to ONE HUNDRED AND FIFTY MILLION EUROS (EUR 150,000,000) in total (the “Capital Increases”); and (ii) the commitment of the majority shareholders of the Company, Forjar Capital, S.L.U. and Solid Rock Capital, S.L.U. (collectively, the “Amodio Shareholders”), to secure up to TWENTY-SIX MILLION EUROS (EUR 26,000,000) in said Capital Increases, the Company informs that it has continued negotiating with the Investors and the Amodio Shareholders with the purpose of securing binding commitments to ensure their investment in OHLA’s share capital.

In this regard, the Company informs that it has received binding investment commitments from the Investors under the following terms (the “Investors’ Investment Commitments”):

  1. a minimum aggregate disbursement from the members of the Consortium (including nominal and premium) of FIFTY MILLION EUROS (EUR 50,000,000), distributed between (a) a first capital increase of the Company’s share capital with exclusion of preemptive subscription rights for an amount of SEVENTY MILLION EUROS (EUR 70,000,000) at a maximum price of EUR 0.25 per share (the “Capital Increase without Pre-emptive Subscription Rights”); and (b) a subsequent capital increase of the Company’s share capital with pre-emptive subscription rights (the “Capital Increase with Pre-emptive Subscription Rights”) for a total amount (including nominal and premium) of EIGHTY MILLION EUROS (EUR 80,000,000) and at the same price as the Capital Increase without Pre-emptive Subscription Rights;
  2. a disbursement from INV for an amount of TWENTY-FIVE MILLION EUROS (EUR 25,000,000), through the subscription of the Capital Increase without Pre-emptive Subscription Rights and, if applicable, the Capital Increase with Pre-emptive Subscription Rights; and
  3. the Investors have also committed to transfer the amount of pre-emptive subscription rights regarding the Capital Increase with Pre-emptive Subscription Rights necessary for the Amodio Shareholders to disburse the total amount of the Amodio Investment Commitment (as this term is defined below) in the Capital Increase with Pre-emptive Subscription Rights.

In addition to the Investors’ Investment Commitments, the Amodio Shareholders ratified, by means of a letter addressed to the Company’s Board of Directors dated 15 September 2024, their commitment to subscribe (subject to the prior execution of the Capital Increase without Preemptive Subscription Rights) newly issued shares of the Capital Increase with Pre-emptive Subscription Rights for an aggregate amount of up to TWENTY-SIX MILLION EUROS (EUR 26,000,000) (the “Amodio Investment Commitment”).

The execution of the Investors’ Investment Commitments (and consequently, the Amodio Investment Commitment) is conditioned on the Company reaching a binding commitment with the Company’s reference banks and the holders of the bonds issued by OHL Operaciones, S.A.U. (the “OHLA Bonds”), to achieve among others, the extension of the guarantee lines, the release of the cash collateral, the granting of additional working capital lines, the extension of the second term of the OHLA Bonds which are due in 2026, and the cost of the debt.

Madrid, 17 September 2024.

Obrascón Huarte Laín, S.A.

 

José María del Cuvillo Pemán

Secretary to the Board of Directors