OHL sells its 5% stake in Abertis to Inmobiliaria Espacio for 704.9 million euros to meet its committed indebtedness
October 14, 2014
Today, OHL has announced (through its 100% subsidiary OHL Emisiones, S.A.U.) its sale of a total of 44,915,253 shares in Abertis Infraestructuras, S.A. (“Abertis”) representing 5% of its capital stock, to Inmobiliaria Espacio, S.A. (head company of the Villar Mir Group) (the “Transaction”). The total sale and purchase price is 704,917,947 euros, representing a price per share of 15.6944 euros. The scheduled settlement date is 17 October 2014.
Furthermore, also on today’s date, the Parties have signed an Agreement to Syndicate Abertis Shares, announced through a separate Relevant Event.
The following Relevant Event details have been forwarded to the Spanish Securities Market Commission in relation to this transaction:
Sale of 5% stake in Abertis to Inmobiliaria Espacio
OBRASCÓN HUARTE LAIN, S.A. (“OHL”, the “Company”), in accordance with article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), informs the Spanish securities regulator (Comisión Nacional del Mercado de Valores, “CNMV”) of the following
The Company announces that today (through its wholly-owned subsidiary OHL Emisiones, S.A.U.) has sold a total of 44,915,253 shares in Abertis Infraestructuras, S.A. (“Abertis”), representing 5% of its share capital, to Inmobiliaria Espacio, S.A. (the parent company in the Villar Mir Group) (the “Transaction”). The total purchase price is 704,917,947 euros, equivalent to a price of 15.6944 euros per share, and the Transaction is expected to be settled on 17 October 2014.
The Parties have also entered into a Voting Agreement relating to Abertis shares today, which has been announced by way of a separate Relevant Fact.
Following this Transaction, OHL’s stake in the share capital of Abertis is now 13.925% and the Villar Mir Group’s direct or indirect interest in Abertis remains at 18.925%.
The Transaction was authorised by the Company’s board at its meeting today, subject to a prior favourable report from the Nominations and Remuneration Committee (as it is a related party transaction), and with the abstention of the proprietary directors (“consejeros dominicales”) appointed by the Villar Mir Group.
As part of OHL Group financial policy to reduce its leverage, this Transaction is framed particularly by its commitment to keep its ratio of [Recourse Net Indebtedness / Recourse EBITDA] below 3x at the end of each year.
The proceeds from the Transaction will be used by OHL Emisiones, S.A.U. as follows: (i) €277 million to partially pre-pay the €1.215 million Non-Recourse Credit it has secured with the 18.925% stake in Abertis (thereby releasing 5% of the shares from the existing pledge) and (ii) the remainder (net of applicable fees and expenses) will be transferred to OHL to be used entirely to reduce the Recourse Net Indebtedness.
A capital gain (net of taxes and expenses) of approximately €210 million will be recognised in the accounting records for 2014 as a result of the Transaction.
Madrid, 14 October 2014
Agreement to syndicate Abertis shares
OBRASCÓN HUARTE LAIN, S.A. (“OHL” or the “Company”), in accordance with article 82 of the Spanish Securities Market Act (Ley del Mercado de Valores), informs the Spanish securities regulator (Comisión Nacional del Mercado de Valores, “CNMV”) of the following
OHL and Inmobiliaria Espacio, S.A. (“Inmobiliaria Espacio”), the parent company in the Villar Mir Group, have entered into a voting agreement today. The agreement is for the coordinated and united exercise of the voting rights corresponding to shares in Abertis which, following the share purchase transaction also announced by way of a “Relevant Fact” today, will be controlled by Inmobiliaria Espacio (aside from OHL) and OHL, through OHL Concesiones, S.A.U. (5% and 13.925% of the total, respectively).
Under the voting agreement the parties will vote as agreed by both parties or, otherwise, by the party with the largest number of votes (OHL has a larger stake than Inmobiliaria Espacio in Abertis). The voting agreement is for one year and may be renewed for successive one-year terms. It also contains a purchase option granted to OHL by Inmobiliaria Espacio which would allow OHL to recover the shares sold during the term of one year, paying the market price of those shares at the option exercise date.
A copy of the corresponding clause of the voting agreement is attached to this notice.
Madrid, 14 October 2014.
Clause of the voting agreement entered into by and between Inmobiliaria Espacio, S.A. and OHL Emisiones, S.A. sociedad unipersonal wholly owned subsidiary of Obrascón Huarte Lain, S.A.
1. Voting agreement
1.1. Under this Agreement the Parties form a voting syndicate the aim of which is the coordinated and united exercise of the voting rights corresponding to the shares in Abertis held by the Parties on the date of settlement of the Purchase (together, the “Voting Shares”), that is, on 17 October 2014, the last day in the Spanish settlement cycle (D+3) (the “Settlement Date”). For the avoidance of doubt, any shares in Abertis sold by the Parties after the Settlement Date will no longer be considered Voting Shares.
1.2. The Parties will agree on how to vote with the Voting Shares prior to each Abertis General Shareholders’ Meeting and will jointly instruct the directors appointed by them in Abertis as to how to vote at each meeting of the board and the corresponding subcommittees (without prejudice to the directors’ fulfilment of their duties under applicable law). If not possible to reach an agreement, the position of the Party holding a larger number of Voting Shares shall prevail (the other Party being required to vote or instruct its directors to vote according to that position).
1.3. The voting agreement under this Clause 1 is for a term of one year from the Settlement Date, after which it will be automatically cancelled and of no effect. Notwithstanding this, the Parties may agree to successive annual extensions of this voting agreement prior to its termination date. For the avoidance of doubt, in the absence of express written agreement by the Parties to such effect, the voting agreement will be automatically cancelled and of no effect.
1.4. Any new shares in Abertis acquired by the Parties while this voting agreement is in force in accordance with Clause 1.3 will only be subject to this agreement by prior agreement of the Parties.