Information  X 
Enter a valid email address

Obrascon Huarte Lain (96BW)

  Print      Mail a friend

Thursday 30 July, 2015

Obrascon Huarte Lain

OHL Relevant Event

RNS Number : 6432U
Obrascon Huarte Lain, S.A.
30 July 2015
 



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), hereby informs the National Securities Market Comission (Comisión Nacional del Mercado de Valores) ("CNMV") of the following:

SIGNIFICANT EVENT

 

The Company's Board of Directors has today decided to call an Extraordinary General Shareholders' Meeting , on first call at 12pm on 7 September 2015 at Paseo de la Castellana, 33 in Madrid and, in case that the required quorum are not met on first call, on second call at the same time and place the following day, 8 September 2015. The General Meeting is expected to be held on first call.

Included among the proposed resolutions, according to the Meeting Agenda approved by the Board of Directors and annexed to this price sensitive information notice is the approval of a capital increase in order to raise the Company's equity in an effective amount (nominal plus premium) of €1,000,000,000 through the issue and placing of new ordinary shares of the same class and series as those currently issued, each with a nominal value of sixty euro cents (€0.60) and with the recognition of the shareholders' pre-emption rights.

It is proposed to authorise the Board of Director to determine, based on market conditions when the resolution is executed: (i) the nominal amount of the capital increase and number of ordinary shares to issue, which will be a maximum of €1,000,000,000 and 1,666,666,667 shares, respectively, and (ii) the issue price of the new shares and, specifically, the share premium on each new share issued.

As stated in the required report provided to shareholders when the General Meeting is called, the purpose of the capital increase is to raise OHL's equity in order to strengthen its capital structure in the context of the Company's 2020 strategic plan, publicly announced through a significant event dated on 2 March 2015.

The funds raised would be used to reduce Recourse Net Indebtedness (approx. €650 million) and invest in the development of the new concessions that the Company has been awarded outside Mexico (€350 million).

In the context of the abovementioned capital increase Grupo Villar Mir, S.A.U. has committed to take up sufficient Company's shares in the capital increase such that it holds more than 50.0% of the Company's shares following the capital increase.

The meeting notice for the Extraordinary General Meeting of the Company's Shareholders will be published in the coming days.

 

Madrid, 30 July 2015

APPENDIX

MEETING AGENDA

ONE.               Share capital increase to raise the Company's equity in an effective amount (nominal plus premium) of €1,000,000,000 through the issue and placing of new ordinary shares each with a nominal value of sixty euro cents (€0.60), to be issued and paid up in full upon subscription against cash consideration, with the recognition of the Shareholders' pre-emption rights and provision is made for the issue to be undersubscribed. The Board will determine (i) the nominal amount of the capital increase and number of ordinary shares to issue, which will be a maximum of €1,000,000,000 and 1,666,666,667 shares, respectively, and (ii) the issue price of the new shares and, specifically, the share premium on each new share issued. Authorisation of the Board of Directors, with powers of substitution, as necessary to implement the resolution and set the conditions of it where not set by the General Meeting, pursuant to Article 297.1.a) of the Spanish Companies Act (Ley de Sociedades de Capital) as well as to amend Article 5 of the Company's Articles of Association.

TWO.              Authorise the Board of Directors to complete, develop, implement, interpret and rectify the resolutions passed at the General Meeting and specifically authorise the Chairman, Secretary and Deputy Secretary so that any of them, invested with all authority as necessary in law, can sign all necessary private instruments and appear before a notary for the adopted resolutions to be notarised and to complete all processes necessary for these to be filed, where applicable, at the relevant public registers, and to issue, if necessary, documents to clarify or rectify the originals, requesting partial registration, as the case may be, in response to the verbal or written judgment of the Commercial Register.

THREE.           Approve the Minutes of the Extraordinary General Shareholders' Meeting.

 

This document and the information contained herein are not intended for investors in or distribution into any jurisdiction in which the distribution or release would be unlawful and shall not constitute an offer of securities nor can it be communicated to any person in or into such jurisdictions. No securities can be offered or sold in the United States (the "U.S.") or any other such jurisdiction, absent registration or an applicable exemption from registration requirements under the applicable securities laws (in U.S., under the U.S. Securities Act of 1933, as amended). There is no intention to register the securities or to conduct a public offering the securities in the U.S. or any other jurisdiction in which it would be unlawful.

This document is of a merely informative nature and does not constitute an offer to sell, or a solicitation of an offer to purchase or subscribe for, securities in any jurisdiction. This document does not solicit money, securities or any other type of consideration and, if any money, securities or other type of consideration is sent in response hereto, it will not be accepted.

No agreement or undertaking in relation to the securities of OHL shall be based on the information contained in this document.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCWGUGAMUPAGQU

a d v e r t i s e m e n t