OHL will increase its capital stock with two new shares for each former share

OHL’s Board of Directors has agreed to launch a capital increase with preferential subscription rights, further to what the Extraordinary General Shareholders Meeting agreed last 7 September.

The company will increase its capital stock by two new shares for each former share, with the issue and circulation of 199,018,056 new ordinary shares, with a preferential subscription right for all the current shareholders.

The new shares will be issued for a face value of 0.60 Euros, plus an issue premium of 4.42 Euros per share.

The issue price, 5.02 Euros per share, constitutes a 35% discount over the theoretical ex-rights price (TERP) calculated over the listed price when the market closed on 6 October (13.14 Euros/share). This discount is in line with recent comparable transactions executed in Europe. The total cash amount of the capital increase will be 999,070,641.12 Euros.

The preferential subscription period will only begin once the offering circular on the capital increase is registered at the Spanish Securities Market Commission (CNMV), which is expected to take place today, 7 October, and the announcement is published in the Official Gazette of the Commercial Registry (BORME), foreseen for 8 October. Once registered, the offering circular on the capital increase will be made available to investors on the CNMV (www.cnmv.es) and OHL (www.ohl.es) websites.

The company expects to use approximately 632.1 million Euros in net revenues (after deducting all expenses and estimated commissions) to reduce its recourse indebtedness, and to assign approximately 340.4 million Euros net revenues from the capital increase to OHL Concesiones in order to finance capital commitments related to new concessions.

Strengthened financial structure

With this capital increase, OHL’s capital structure will be stronger and more sustainable, substantially reducing its recourse indebtedness and creating value by reducing its financing costs.

This increase is a huge step forward in the 2015-2020 Strategic Plan, and will significantly improve the company’s credit profile with respect to the market and rating agencies.

As already announced, the main shareholder (Villar Mir Group) has undertaken to keep a minimum 50.01% stake following the capital increase.

 

Important notice

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.

At the date hereof, a draft prospectus on the offering and listing of the shares on the Madrid and Barcelona Stock Markets is pending approval and registration by the CNMV. Once approved and registered, the offering circular will be available on the CNMV (www.cnmv.es) and Company (www.ohl.es) websites.

Merrill Lynch International, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Société Générale and UBS Limited, acting as global coordinators and bookrunners (the “Joint Global Coordinators and Joint Bookrunners”), and Banco Santander, S.A. and Crédit Agricole Corporate and Investment Bank, acting as bookrunners (the “Co-Bookrunners” and, together with the Joint Global Coordinators and Joint Bookrunners, the “Assurance Entities”), are acting for the Company on an exclusive basis, and for no one else. The Assurance Entities do not consider any other person as a client and will not be liable to anybody (other than the Company) for providing the protection to which their relevant clients are entitled, or to provide advice in relation to the content of this document or any transaction, agreement or matter referred to herein.

Neither the Assurance Entities nor the Company, nor any of their subsidiaries, executives, employees, advisors or agents will be liable, or will be presumed to provide any representation or warranty, express or implicit, on the veracity, accuracy or completeness of this document (or on any omitted information) or in relation to the Company, its subsidiaries or associates, in writing, verbally, or in visual or electronic format, irrespective of how it is transferred or made available, with respect to any loss whatsoever that may arise or be derived from this document or its content or in relation thereto.