Reorganization Agreement (9965B)
25 Abril 2012 - 1:00AM
UK Regulatory
TIDM50ML
RNS Number : 9965B
Obrascon Huarte Lain, S.A.
24 April 2012
London Stock Exchange
Madrid, April 25(th) 2012
Ref.: Notification of Significant Event: Reorganization
Agreement
Dear Sirs,
The company, OBRASCON HUARTE LAIN, S.A. (OHL), in compliance
with current legislation, hereby reports the following Significant
Event:
Abertis Infraestructuras, S.A. ("Abertis") and Obrascon Huarte
Lain, S.A. ("OHL") have signed a letter of intent which provides
for a corporate reorganisation in order for the integration of
Obrascon Huarte Lain Brasil, S.A. ("OHL Brasil"), a company listed
in Brazil, into Abertis, by means of which OHL would become one of
the reference shareholders of Abertis.
The reorganisation would consist of a partial spin-off of OHL
Concesiones S.A., of which Abertis would be the beneficiary. OHL
Concesiones is the concessions subsidiary of OHL, which owns 100%
of the share capital of Participes en Brasil S.L., which in turn
holds 60% of the shares in the listed company OHL Brasil.
The transaction would involve the integration into Abertis of
certain assets, namely Participes en Brasil, S.L. and SPI-Sociedade
para Participacoes em Infraestrutura, S.A., and certain liabilities
related to these entities, and OHL would receive as a result of the
reorganisation a 10% participation in the share capital of Abertis.
Such liabilities are estimated to amount to approximately
EUR530,000,000 (otherwise the necessary adjustments would be made
without affecting the percentage of shares of Abertis to be
received by OHL).
There is no intention for Abertis to issue new shares in order
to carry out the spin-off, as it would exchange its own shares,
acquired as the case may be prior to completion of the
transaction.
OHL Brasil would, in any event, remain listed in Brazil and
would continue to strengthen its development with new projects in
the geographic area.
The letter of intent also provides, as a separate transaction
from the spin-off, for the acquisition by Abertis in exchange for
cash of the concession assets owned by OHL in Chile, which have
been valued at approximately EUR200,000,000 for the purpose of the
transaction.
The businesses and assets that would be the object of the above
transactions represent aggregately 24.02% of the turnover, 23.33%
of the total assets and 37.45% of the EBITDA of the consolidated
OHL group at close of business 2011.
The transactions referred to herein are subject to various
formalities and procedures standard for this kind of processes,
which include, among others, the negotiation of relevant contracts,
the intention of the parties being to inform in more detail the
various aspects and conditions of the transactions once they have
been finalised. Nevertheless, the letter of intent highlights its
non-binding nature and the need for approval of the transactions by
the Boards of Directors of OHL and Abertis.
Yours faithfully,
Jose Maria del Cuvillo Peman
Vice-Secretary of the Board of Directors
This information is provided by RNS
The company news service from the London Stock Exchange
END
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