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
Today, OHL Emisiones, S.A.U. ("OHL Emisiones"), a wholly-owned subsidiary of Obrascón Huarte Lain, S.A. ("OHL" or the "Company"), has commenced a private placement among qualified investors (the "Placement") of 43,826,542 shares of Abertis Infraestructuras, S.A. ("Abertis") (the "Shares"), representing 4.425% of the share capital of Abertis. UBS Limited is acting as sole global coordinator and joint bookrunner in the Placement and Merrill Lynch International and J.P. Morgan Securities plc are acting as joint bookrunners (together, the "Joint Bookrunners").
The Placement will be carried out through an accelerated bookbuilt offering only to qualified institutional buyers or "QIBs" in the United States in compliance with Rule 144A and to investors outside the United States in compliance with Regulation S, both under the U.S. Securities Act of 1933, and is expected to be completed within one day.
Once the Placement process is completed, OHL will make the results public by disclosing the relevant regulatory announcement.
The net proceeds from the offering will be used to carry out the total early repayment of the existing margin loan on Abertis shares (€266 million) under which the Joint Bookrunners are either lenders or are otherwise economically exposed, and to reduce OHL' group gross recourse debt.
The agreement entered into between the Company, OHL Concesiones, S.A.U., OHL Emisiones and the Joint Bookrunners in connection with the Placement contains customary representations, warranties and undertakings, including an undertaking to not transfer or dispose of any further equity securities of Abertis by OHL for 180 days from completion of the Placement, provided that such undertaking does not apply to transfers of equity securities of Abertis pursuant to enforcement of any existing security interest created over such equity securities.
Madrid, 3 October 2016
The distribution of this relevant disclosure and the offer and sale of the Shares in certain jurisdictions may be restricted by law.
The Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Shares in such jurisdiction.
No action has been taken by any of the Joint Bookrunners, OHL Emisiones, OHL or Abertis or any of their respective affiliates that would permit an offering of the Shares or possession or distribution of this relevant disclosure or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of any offer or commitment whatsoever in any jurisdiction.
This announcement is not to be released, distributed or published, either directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Australia, Japan South Africa, or in any other jurisdiction where such an announcement would be unlawful.
This announcement is published only and exclusively for information purposes and in accordance with the provisions of Royal Legislative Decree 4/2015 of 23 October on the Securities Market and does not constitute or form part of any offer to sell or solicitation to purchase or subscribe for securities in the United States of America. The offer of the securities described above has not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, or pursuant to the applicable securities laws of Canada, Australia, Japan or South Africa.
The Shares may not be offered or sold in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) absent registration under or an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States of America.
There will be no public offer of securities in the United States of America or in any other jurisdiction.
Subject to certain exceptions, the Shares may not be offered or sold in Canada, Australia, Japan or South Africa, nor in any other jurisdiction where this offer may constitute an infraction of the securities laws of such other jurisdiction.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, to the extent such amendments have entered into force and have been implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this relevant disclosure is directed exclusively at Qualified Investors (i) 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 (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with the Placement of the Shares, the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up proprietary positions in or borrow any of the Shares or enter into any financial transaction, including financing arrangements and swaps with investors in connection with the Shares and, in that capacity and in connection with such transactions, may retain, purchase or sell for their own account or for the account of third parties any of Shares at any time. The Joint Bookrunners will not disclose the extent of any such transactions otherwise than in accordance with any legal obligation to do so.
Each of the Joint Bookrunners, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for OHL Emisiones and no one else in connection with the Placement of the Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice to any other person in relation to the Placement of the Shares.
None of the Joint Bookrunners or any of their respective affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express 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 OHL or Abertis, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "outlook", "would", "should", "could", "will", "plans", "potential", "predicts" and "projects" as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding intentions, beliefs or current expectations of OHL and its subsidiaries (the "OHL Group") concerning, among other things, the OHL Group's results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which the OHL Group operates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the OHL Group's actual financial condition, results of operations and cash flows, and the development of the industry in which the OHL Group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the OHL Group's financial condition, results of operations and cash flows, and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of the OHL Group's results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statement.
The information, opinions and forward-looking statements contained in this release speak only as at its date and are subject to change without notice.
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