OBRASCÓN HUARTE LAIN, S.A. (“OHLA” or the “Company”), pursuant to article 227 of Law 6/2023, of 17 March, on the Securities Markets and the Investment Services, hereby notifies the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”) the following
OTHER RELEVANT INFORMATION
In relation to (i) the communication of other relevant information dated 22 October 2024 (with registration number 30,969); (ii) the inside information notice dated 10 January 2025 (with registration number 2,546); and (iii) the communication of other relevant information dated 16 January 2025 (with registration number 32,168), the Company informs of the number of New Shares of the Capital Increase with Preferential Subscription Rights subscribed during the Preferential Subscription Period and the outcome of the Additional Allocation Period.
Any defined terms used in this communication which are not specifically defined herein shall have the meaning given to them in the exemption document drafted in accordance with Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), which has been prepared in connection with the public offer and the admission to listing of the new shares issued in the Capital Increase with Preferential Subscription Rights for the purposes of Articles 1.4.d ter) and 1.5.b bis) of the Prospectus Regulation (the “Exemption Document”), published on 10 January 2025. The maximum effective amount of the Capital Increase with Preferential Subscription Rights is 80,000,000 euros, through the issuance of 320,000,000 New Shares of the Capital Increase with Preferential Subscription Rights.
The Company hereby informs that all 320,000,000 New Shares of the Capital Increase with Preferential Subscription Rights have been subscribed, as detailed below: (i) (ii) Preferential Subscription Period: during the Preferential Subscription Period, which ended on 27 January 2025, a total of 315,481,376 New Shares of the Capital Increase with Preferential Subscription Rights were subscribed, representing 98.59% of the Capital Increase with Preferential Subscription Rights, leaving 4,518,624 Remaining Shares available for allocation in the Additional Allocation Period.
Additional Allocation Period: the number of Additional Shares requested during the Preferential Subscription Period was 5,961,019,764 New Shares of the Capital Increase with Preferential Subscription Rights, representing 1,862.82% of the Capital Increase with Preferential Subscription Rights. Since the number of Additional Shares requested exceeded the 4,518,624 Remaining Shares, during the Additional Allocation Period, the Agent Entity proceeded to allocate the 4,518,624 Remaining Shares to the entitled shareholders and investors who requested Additional Shares, applying the proration provided for in the Exemption Document. The proration coefficient applied to the Additional Shares requested during such period was approximately 0,00076.
Therefore, the Capital Increase with Preferential Subscription Rights has been fully subscribed, and consequently, the opening of the Discretionary Allocation Period provided for in the Exemption Document is not necessary. Once the New Shares of the Capital Increase with Preferential Subscription Rights are paid up, OHLA will proceed to (i) execute the corresponding deed for the Capital Increase with Preferential Subscription Rights, which is expected to take place on 4 February 2025, and (ii) carry out the necessary steps for the admission to trading of the New Shares of the Capital Increase with Preferential Subscription Rights on the Madrid and Barcelona Stock Exchanges, as well as on the Automated Quotation System (Continuous Market).
The admission to trading of the New Shares of the Capital Increase with Preferential Subscription Rights is expected to occur on 5 February 2025. Madrid, 31 January 2025.
IMPORTANT NOTICE
General
This document, and its constituent parts, do not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
United States of America
Neither the preferential subscription rights, nor the additional shares to be delivered upon exercise of the preferential subscription rights, nor the New Shares of the Capital Increase with Preferential Subscription Rights have been or will be registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), and may not be offered, sold, or exercised, directly or indirectly, in the United States of America (including its territories and possessions, the United States) or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) without registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
This document, and its constituent parts, do not constitute an offer or invitation to purchase securities in the United States or by a U.S. Person. No copy of this document, and its constituent parts, may be sent, communicated, or distributed in the United States or to persons residing or physically present in the United States by any means, nor to U.S. Persons. The offers and sales of preferential subscription rights, the additional shares to be delivered upon exercise of the preferential subscription rights, and the New Shares of the Capital Increase with Preferential Subscription Rights are being directed solely to persons who are not U.S. Persons in an offshore transaction, as that term is defined in Regulation S under the U.S. Securities Act.