The Company is pleased to inform that on the date hereof all transactions necessary to implement the Recapitalisation have been successfully completed and the Recapitalisation has become fully effective

February 13, 2025

OBRASCÓN HUARTE LAIN, S.A. (“OHLA” or the “Company”), pursuant to article 226 of Law 6/2023, of 17 March, on the Securities Markets and of the Investment Services, hereby notifies the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (“CNMV”) the following

INSIDE INFORMATION NOTICE

In connection with the communications of inside information and other relevant information dated 4 November 2024, 2 December 2024, 6 January 2025 and 12 February 2025 (with registration numbers 2,448, 31,590, 32,001 and 32,524, respectively) in relation to the recapitalisation of the Company and its subsidiaries (the “Group”), which includes amendments to the terms and conditions of OHL Operaciones, S.A.U.’s EUR 487,266,804 Split Coupon Senior Secured Notes due 2026 (of which EUR 440,405,980.55 in principal amount remained outstanding) (ISIN: XS2356570239 / XS2356571120) (the “Notes”), a partial redemption of the Notes and the renegotiation of the guarantee/bonding lines and certain financing agreements of the Group (the “Recapitalisation”), the Company is pleased to inform that on the date hereof all transactions necessary to implement the Recapitalisation have been successfully completed and the Recapitalisation has become fully effective. Consequently, the Recapitalisation Effective Date (as this term is defined in the recapitalisation documents) has been set as today, 13 February 2025. As part of the Recapitalisation steps, the Company executed (a) a share capital increase excluding preferential subscription rights for an effective aggregate amount of EUR 70,000,000 and (b) a further share capital increase granting preferential subscription rights to the Company’s existing shareholders for an aggregate effective amount of EUR 80,000,000. After completion of both share capital increases, the Company was able to progress to the final stage of the Recapitalisation and, as a result, the following have become effective on or before the Recapitalisation Effective Date:
  • the partial release of certain cash collateral which secured the multi-product syndicated financing agreement (contrato de financiación sindicada multiproducto) (the “FSM Line”) and certain bilateral bonding lines for an aggregate amount of EUR 100,000,000, and its application in accordance with the terms of the Recapitalisation, as described below;
  • the application of disposal proceeds for an amount of EUR 37,890,704.00 in connection with Centre Hospitalier de L’Université de Montréal and EUR 1,635,705.53 in connection with Whitehall Holdings S.à r.l. in accordance with the terms of the Recapitalisation, as described below;
  • the amendments to the terms and conditions of the Notes pursuant to the consent solicitation process launched by the Company on 2 December 2024 (the “Consent Solicitation”), which obtained the approval of holders of the Notes (the “Noteholders”) representing more than 90% of the aggregate principal amount of the Notes outstanding, including the amendment to the PIK interest payable on the Notes as described in the inside information notice dated 4 November 2024 (with registration number 2,448);
  • the following payments and capitalisation of amounts under the Notes: (a) the payment of the cash interest payable on the Notes on (and in respect of the interest period to, but excluding) 15 September 2024, together with late payment interest until, but excluding, the date hereof for an amount of EUR 11,397,631.57; (b) the payment of the early partial redemption of the Notes for an amount of EUR 139,010,795.64; (c) the increase of the outstanding principal amount of the Notes due to the capitalisation of the cash interest and PIK interest accrued from, and including, 15 September 2024 to, but excluding, the date hereof for an amount of EUR 19,748,322.83; and (d) the increase of the outstanding principal amount of the Notes due to the capitalisation of the OID Fee for an amount of EUR 6,553,952.64, such that the outstanding principal amount of the Notes following the aforementioned transactions shall be EUR 327,697,631.88;
  • the payment of voting fees to Noteholders for an amount of EUR 2,215,613.89 in connection with the Consent Solicitation and in accordance with the terms of the lock- up agreement dated 2 November 2024;
  • the repayment and cancellation of the financing under the bridge facility agreement dated 19 May 2023 entered into by, among others, the Company as borrower and CaixaBank, S.A. and Banco Santander, S.A. as lenders for an amount of EUR 40,000,000 plus the corresponding interest, and backed by the Instituto de Crédito Oficial; and
  • the amendments to the terms and conditions of: (a) the FSM Line; (b) the syndicated guarantee facility agreement (contrato de línea sindicada de avales) backed by CESCE for an amount of EUR 34,600,000; and (c) a standstill agreement entered into by the Company and certain financial institutions, including, among other things, an extension of the maturity date to the date falling 12 months from the Recapitalisation Effective Date, with two subsequent automatic 12-month extensions subject to the satisfaction of certain conditions.
The cash available to the Company from the sources of the Recapitalisation following the completion of the transactions referred to above, after deducting all fees, expenses and other transactions costs, amounts to EUR 75,902,368.43.

Madrid, 13 February 2025