THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in doubt about any aspect of this notice and/or the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or appropriately authorised independent financial adviser.
12 April 2018
NOTICE OF PUT OPTION FOLLOWING CHANGE OF CONTROL
OBRASCÓN HUARTE LAIN, S.A. (the "Issuer")
Notice to the holders of the outstanding
€325,000,000 5.500% Senior Notes due 2023 of the Issuer (ISIN: XS1206510569)
(€312,863,000 in principal amount outstanding at the date hereof)
The Issuer refers to the terms and conditions of the Notes (the "Conditions") as set out in the prospectus dated 20 March 2015. Capitalised terms used in this Notice and not defined herein shall have the meanings set out in the Conditions.
NOTICE IS HEREBY GIVEN that:
1. The Issuer has agreed the sale of 100% of the issued share capital of its subsidiary OHL Concesiones, S.A.U. to IFM Global Infrastructure Fund. For more information, Noteholders should refer to the following notice dated 12 April 2018 published on the RNS of the London Stock Exchange: http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/96BW/13602445.html
2. Pursuant to and in compliance with the provisions of Condition 5 and Condition 18, a Change of Control has occurred as a result of a direct sale, in one transaction, of substantially all of the assets of the Issuer and its Subsidiaries and a Noteholder may exercise the Put Option under the Conditions.
3. The Noteholders' Put Option may be exercised by the holder of the Permanent Global Note (the common depositary for Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, S.A. ("Clearstream" and, together with Euroclear, the "Clearing Systems")) giving notice to any Paying Agent of the principal amount of Notes in respect of which the Put Option is exercised and presenting the Permanent Global Note for endorsement of exercise within 30 days of the date of this notice (the "Put Period"). A Put Notice, once given, shall be irrevocable.
4. The Early Put Redemption Amount for each Note is 101% of the principal amount of such Note plus accrued and unpaid interest up to (but excluding) the Put Date (as defined below). Pursuant to Condition 5, the Issuer shall redeem, or at its option purchase (or procure the purchase of), the Notes in respect of which the Put Option is exercised on the date that is seven days after the expiration of the Put Period, being 19 May 2018 (the "Put Date"). Pursuant to Condition 8(e), however, if the due date for payment of any amount in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment of the amount due until the next succeeding business day, and shall not be entitled to any further interest or other payment in respect of any such delay. For the avoidance of doubt, the Notes in respect of which the Put Option is exercised shall be redeemed on 21 May 2018.
5. Noteholders who want to exercise the Put Option and who are direct participants of Euroclear or Clearstream must take the following actions directly. Noteholders who want to exercise the Put Option and who are not a direct participant of a Clearing System, must arrange for the direct participant of the relevant Clearing System through which the Notes are held to submit an electronic instruction to the relevant Clearing System for delivery to the common depositary. Any such electronic instruction must be received by the common depositary within the Put Period. An electronic instruction shall specify the Notes and the principal amount in respect of which the Put Option is exercised in accordance with the requirements of such Clearing System. An electronic instruction must be submitted in respect of a minimum principal amount of Notes of no less than €100,000. An electronic instruction in respect of the exercise of the Put Option shall be irrevocable.
For the avoidance of doubt, the Put Period is the 30-day period commencing on, and including 13 April 2018, and ending on, and including 12 May 2018.
Noteholders whose Notes are held on their behalf by a bank, securities broker or other intermediary should inform themselves whether such intermediary requires instructions to exercise the Put Option prior to the deadlines set out herein. Noteholders who are direct participants of the Clearing Systems must follow the same procedure by contacting the relevant Clearing System directly. Noteholders are urged to deliver valid electronic instructions through Euroclear and Clearstream in accordance with the procedures of, and within the time limit specified by, the relevant Clearing Systems. Noteholders who exercise the Put Option will be required to take the appropriate steps through the Clearing Systems in relation to blocking their Notes.
None of the Issuer, Structured Finance Management (Spain), S.L. as Commissioner and The Bank of New York Mellon, acting through its London Branch as Paying Agent, expresses any view or makes any recommendation as to whether the Noteholders would be acting in their best interests by exercising the Put Option. If any Noteholder is in any doubt as to the action it should take, it should consult its own independent financial, tax and or other professional advisers.
Any questions by a Noteholder relating to the procedures of the Clearing Systems should be addressed to the relevant bank, securities broker or other intermediary holding the Notes on the Noteholder's behalf.
For further information, please contact:
Miren Sotomayor - Head of Investor Relations
Tel: +34 91 348 4191
Email: [email protected]
This notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
This notice does not constitute an offer of securities of the Issuer or any person.
This information is provided by RNS