OHL announces the communication received by OHL México from the Mexican regulatory authorities

OHL, further to its transparency commitment with investors, described in the prospectus sent to the Spanish Securities Market Commission (CNMV) as a result of the company’s capital increase, has sent a significant event to the Spanish supervisor, indicating that the Mexican Banking and Securities Commission (CNBV) has informed OHL México of several proceedings brought against the company and some of its executives as a result of the Mexican regulator’s investigation, which commenced last 8 May 2015.

The aim of such investigation was to assess OHL México’s compliance with Mexican securities market regulations, and had already been referred to in OHL’s capital increase prospectus.

OHL México will make its allegations to the CNBV within the regulatory period established

As explained in the Significant Event sent to the CNMV on 25 October 2015, likewise attached to this press release, there was a need to potentially adjust OHL México’s accounting matters and it was claimed that the company had breached its duty of information; the company disagrees, and will accordingly make its allegations within the regulatory period established.

Furthermore, most of the matters being investigated by the CNBV have been favorably endorsed by OHL México’s external advisors, lawyers and auditors included. As a result, OHL has pointed out that the main issues notified by the CNBV are described in the capital increase prospectus and requests for additional information sent to the CNMV (28 September 2015), which were published for investors on www.cnmv.es.

OHL intends to continue with the accounting treatment of its Mexican concessions 

The Company intends to continue with OHL’s accounting treatment of its Mexican concessions, with guaranteed return clauses. Please note that, should the CNBV’s accounting treatment be eventually used, this will not affect the Company’s official cash flows.

Deloitte, following receipt of CNBV’s communication, has reiterated what it already announced in response to the CNMV’s request, which OHL replied to on 28 September 2015: i) the company’s past consolidated financial statements have always been favorably endorsed by its auditors, without qualifications, and ii) confirmation of the accounting treatment of its Mexican concessions, with secured return clauses.

The Bid’s assurance agreement is still valid at the date hereof, in accordance with its terms.

Download the significant event

The information contained in this document may not be disseminated, published or distributed, directly or indirectly, in the United States of America (“U.S.A.”), Canada, Australia, Japan, South Africa or any other jurisdiction where its distribution is illegal.

The information contained in this document does not constitute an offer to sell, or a request for purchase or subscription offers, for securities in the U.S.A. The securities mentioned in this document have not been or will be registered under the 1933 U.S. Securities Act, as amended, and may not be offered, exercised or sold in the U.S.A. unless they are previously registered, under U.S. law, or pursuant to an exemption waiving such registration duty. There is no plan to register part of the offer in the U.S.A., or to make a public offering of securities in the U.S.A.

The issue, exercise or sale of the securities included in the offer may be subject to legal and regulatory restrictions in certain jurisdictions. The Company hereby disclaims all liability should any person infringe such restrictions.

This information does not constitute a sale offer, or a request for an offer to purchase or acquire, and no sale of the securities referred to in this document will be made in any jurisdiction where such offer, request or sale may be illegal. Investors will not accept any offer for, or acquire, any security referred to in this document, unless it is based on the information contained in the offering circular published by the Company.

The Company has not authorized any public offering of securities in any Member State of the European Economic Area other than Spain. In relation to each Member State of the European Economic Area other than Spain, where the Prospectus Directive has been implemented (each one of these states, a “Relevant Member State”), no step has been or will be taken to launch a public offering of securities that requires the publication of a prospectus in any Relevant Member State. Consequently, until the necessary measures are completed to launch the public offering, securities may only be offered in Relevant Member States (i) to any legal entity that is a qualified investor, as defined in Article 2(1)(e) of the Prospectus Directive; or (ii) in any other circumstance where a prospectus need not be published by the Company pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the term “public offering of securities” will refer to the communication, in any form and by any means, of sufficient information on the terms of the offering and securities offered, in order to enable the investor to decide whether to exercise, acquire or subscribe the securities, as such offering may vary in each Member State further to any measure implementing the Prospectus Directive. For the purposes of this paragraph, the term “Prospectus Directive” refers to Directive 2003/71/EC, of 4 November 2003, of the European Parliament and of the Council (as amended, including Directive 2010/73/EU, as implemented in each Relevant Member State), and will also include any rules adopted as a result of implementing the Directive in each Relevant Member State.

This communication is only addressed to (i) persons outside the United Kingdom, or (i) if in the United Kingdom, persons with professional experience in investment-related matters, as foreseen in Article 19/5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or high capital entities and other persons who may be legally informed, as defined in Article 49(2) of the Order (all jointly referred to as the “Relevant Persons”). Any investment or investment activity related to this communication will only be available and carried out with Relevant Persons. Any persons other than Relevant Persons may not act further to this document or rely on its content.

This communication constitutes an announcement for the purposes of Article 15 of the Prospectus Directive and Article 28 of Royal Decree 1310/2005, of 4 November. Investors may not purchase or subscribe any of the shares indicated in this announcement unless this is based on the offering circular approved by the CNMV and published by the Company in due course, in relation to the offering and listing of the shares on the Madrid and Barcelona Stock Markets.

A prospectus on the bid and listing of the shares on the Stock Exchange of Madrid and Barcelona has been approved and registered by the CNMV on 7 October 2015 and is available on the Company’s website (www.ohl.es) and CNMV website (www.cnmv.es).