Inside Information: Pacadar Debt. GVM and OHL agreement
December 6, 2020
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OBRASCÓN HUARTE LAIN, S.A. (“OHL” or the “Company”), pursuant to article 226 of the consolidated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October, hereby notifies the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”) the following
INSIDE INFORMATION NOTICE
Following the communications of inside information number 474, 543, 591 and 595 as well as the relevant fact number 279,210, in relation to the debt owed by Pacadar, S.A.U. (“Pacadar”) and Grupo Villar Mir, S.A.U. (“GVM”) to the Company recognised by virtue of the transactional agreement entered into between the Company, GVM and Pacadar on 11 April 2019 (the “Transactional Agreement”), the Company informs that, on the date hereof, GVM and the Company have reached an agreement in relation to the terms on which the debt will be repaid, subject to its formalisation by means of a contract that is expected to be entered into on the next few weeks (the “Agreement”) and to the Company obtaining the required waivers from its financial creditors.
The key terms of the agreement are:
(i)the delivery in payment (dación en pago) of 100% shares in Pacadar held by GVM (the “Pacadar Shares”) in favour of the Company in order to partially liquidate the debt that GVM has against the Company up to the amount assigned to the Pacadar Shares taking into consideration the valuation reports issued by two independent auditors;
(ii)the delivery in payment (dación en pago)of quota shares in Alse Park, S.L. representing 32.5% of its share capital (the “Alse Park Quota Shares”) held by GVM in favour of the Company in order to partially liquidate the debt that GVM has against the Company up to the amount assigned to the Alse Park Quota Shares taking into consideration the valuation report issued by an independent auditor;
(iii)the acknowledgement of GVM’s pending debt against the Company after the delivery in payment (dación en pago) of the Pacadar Shares and the Alse Park Quota Shares for an amount of €45,850,415 (the “Pending GVM Debt”), which will be divided into the following tranches: (i) a tranch for an amount of €22,000,000 due in five years from the date of the Agreement and secured by a pledge over shares in Espacio Information Technology, S.A., (i) a tranch for an amount of €11,000,000 due in two years from the date of the Agreement and secured by a pledge over receivables of GVM, (iii) a tranch for an amount of €12,850,415 due in five years from the date of the Agreement which repayment is contingent to the market capitalisation of GVM’s participation in Ferroglobe PLC or its sale up to a determined price;
(iv)the release of GMV from its obligations as guarantor of the debt that Pacadar has against OHL by virtue of the Transactional Agreement, as long as the delivery in payment (dación en pago) of the Pacadar Shares referred to in paragraph (i) above has occurred; and<
(v)the termination of the Transactional Agreement, as long as the Agreement has been entered into before 26 December 2020 and the transactions foreseen thereof and described in the paragraphs above have been completed before 20 February 2021.
Madrid, 6 December 2020