REG - Obrascon Huarte Lain - Capital increase <Origin Href="QuoteRef">OHL.MC</Origin>

Obrascon Huarte Lain SAAnnouncement

05/01/2016 24:03

RNS Number : 4632B
Obrascon Huarte Lain, S.A.
07 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
NOTICE
Dear Sirs,
OBRASCN HUARTE LAIN, S.A. ("OHL" or the "Company") announces that, by virtue of the resolutions passed by the Board of Directors of the Company at a meeting held on 5 October 2015 and the decisions taken today by the CEO (Consejero Delegado) of the Company, it was resolved to implement the share capital increase that had been approved at the Extraordinary General Shareholders' Meeting held on 7 September 2015 per the following terms:
(i) There will be an increase of the Company's share capital by a total nominal amount of 119,410,833.60 by the issuance and placing into circulation of 199,018,056 new ordinary shares, each with a par value of 0.60, of the same class and series as those currently in circulation and represented by book entries with preferential subscription rights for all of the existing shareholders (the "New Shares" and the "Capital Increase", respectively). The New Shares shall confer on their holders the same rights as the shares that are currently in circulation as soon as they enter in the accounting records of the Spanish securities, clearance and settlement system (Sociedad de Gestin de los Sistemas de Registro, Compensacin y Liquidacin de Valores, S.A.U.) ("Iberclear").
(ii) The New Shares will be issued at a par value of 0.60 plus a share premium of 4.42 per share, which gives rise to an issue price of 5.02 for each New Share, which must be paid by means of monetary contributions. The issue price represents an implied discount of 35% on the theoretical ex-rights price (TERP) (7.73 based on today's closing price, 13.140).
The actual total amount of the Capital Increase shall be 999,070,641.12, allowing for the possibility of an incomplete subscription.
(iii) The Company expects to use approximately 632.1 million of the net proceeds from the Capital Increase, after paying estimated expenses and assuming full subscription of the New Shares, to reduce its recourse debt, and to allocate approximately 340.4 million of the net proceeds from the Capital Increase to OHL Concesiones to finance future equity commitments in respect of new greenfield concessions.
By using the net proceeds of the Capital Increase in this manner, OHL intends to provide a stronger capital structure, reduce recourse debt, improve its credit risk perception in the market and among rating agencies, create additional value through lower cost debt, support the implementation of its strategic plan for 2015 - 2020, and provide funding for greenfield concessions.
(iv) In accordance with the provisions of Article 304 of the Spanish Capital Companies Act, the OHL shareholders who appear in the accounting records of Iberclear at 23:59 Madrid time on the date of publication of the compulsory announcement of the Capital Increase in the Spanish Official Gazette of the Commercial Registry ("BORME") (which is expected to occur on 8 October 2015) will be entitled to a preferential subscription right in relation to the New Shares. For each existing share of OHL, its holder shall be entitled to one preferential subscription right. One (1) preferential subscription right shall be necessary in order to subscribe for two (2) New Shares.
The preferential subscription rights shall be transferable under the same conditions as the shares from which they are derived and may be traded on the Madrid and Barcelona Stock Exchanges through the Spanish Automated Quotation System (Sistema de Interconexin Burstil Espaol). Therefore, investors who acquire preferential subscription rights on the market may also subscribe for the New Shares. The preferential subscription rights may be exercised during a preferential subscription period lasting 15 calendar days, beginning on the day following the date of publication of the compulsory announcement of the Capital Increase in the BORME, which is expected to happen on 8 October 2015, and therefore ending on 23 October 2015.
(v) Today an underwriting agreement has been signed between the Company as issuer, and seven international financial institutions as Managers according to which the Managers undertook to underwrite the New Shares, subject to certain conditions, less those New Shares that Inmobiliaria Espacio, S.A. has irrevocably undertaken to subscribe, as a result of which it will hold at least 50.01% of OHL's total share capital immediately after the Capital Increase.
(vi) Pursuant to the underwriting agreement, the Company has undertaken a lock-up commitment during 180 days following the admission to listing and trading of the New Shares, which is expected to occur on 30 October 2015, under standard terms in this kind of transactions.
The preferential subscription period shall only commence after the prospectus applicable to the Capital Increase has been registered with the CNMV (the "Prospectus"), which is expected to occur tomorrow 7 October 2015, and the compulsory announcement of the Capital Increase in the BORME has been published, which is expected to occur on 8 October 2015. Once the Prospectus has been approved, it will be available on OHL's and the CNMV's web pages (www.ohl.es and www.cnmv.es, respectively), as well as at the offices of OHL. The terms and conditions of the Capital Increase and the procedure established for the subscription of the New Shares shall appear in the Prospectus.
If for any reason there would be a delay with respect to the above mentioned dates it will be communicated to the market through the relevant significant event notice.
In addition, the Company hereby informs that the liquidity agreement entered into by OHL and Santander Investment Bolsa, Sociedad de Valores, S.A. on 22 October 2012 has been suspended today and will remain suspended during the thirty days after the admission to listing of the New Shares.
Madrid, 6 October 2015


The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction in which the distribution or release would be unlawful. 
These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company. 
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Spain. With respect to each Member State of the European Economic Area other than Spain2 and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.
This communication is an advertisement for the purposes of Article 15 of Prospectus Directive 2003/71/EC and Article 28 of Spanish Royal Decree 1310/2005 of 4 November (Real Decreto 1310/2005 de 4 de noviembre). Investors should not purchase (or subscribe for) any shares referred to in this announcement except on the basis of information in the prospectus to be approved and registered with the Spanish Securities Market Commission (Comisin Nacional del Mercado de Valores) and published by the Company in due course in connection with the Offering and the admission of the shares in the capital of the Company to trading on the Spanish Stock Exchanges.
As of the date of this communication, a draft prospectus relating to the Offering and the admission of the shares in the capital of the Company to trading on the Spanish Stock Exchanges is pending approval and registration with the Spanish National Securities Market Commission (Comisin Nacional del Mercado de Valores). Once approved and registered, the prospectus will be made available to investors on the website of the CNMV (www.cnmv.es) and of the Company (www.ohl.es).
The seven international financial institutions (the "Managers") that will be acting Joint Global Coordinators and Joint Bookrunners or as Co-Bookrunners, as the case may be, will be acting exclusively for the Company and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Managers, the Company or any of their respective affiliates, directors, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, expressed or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
In connection with the Capital Increase, any Manager and any of its respective affiliates may take up a portion of the preferential subscription rights and/or the new shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell, or otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other related investments in connection with the Capital Increase or otherwise. Accordingly, references in this announcement to the preferential subscription rights and/or the new shares being offered or otherwise dealt with should be read as including any offer to, or dealing by, the Managers or any of them and any of their affiliates acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing agreements and swaps with investors in connection with which such Managers (or their affiliates) may, from time to time, acquire, hold or dispose of the preferential subscription rights and/or the new shares. The Managers do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

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