Extraordinary General Meeting of ACS Approves Contingent Capital Increase for HOCHTIEF Offer
Extraordinary General Meeting of ACS Approves Contingent Capital Increase for HOCHTIEF Offer
- Capital Increase Approved With a Majority of 99.52 Percent
- Sole Purpose is the HOCHTIEF Exchange Offer
- Shares to be Issued Against Non-monetary Contributions Consisting of
PR Newswire — November 19, 2010
MADRID, November 19, 2010 /PRNewswire/ — HOCHTIEF Shares
- ACS Expects Limited use of This Facility – Shares not Required for the
Offer Will not be Issued
(This announcement and the information contained herein are restricted and are not for release, publication or distribution, in whole or in part, in or into the United States or Japan.)
At the extraordinary general meeting of Grupo ACS (ACS, Actividades de Construcci?n y Servicios, S.A.) held in Madrid today, the company’s shareholders have approved a contingent capital increase with a majority of 99.52 percent of the share capital represented. 77.04 percent of the voting capital was represented.
The planned capital increase has the purpose to increase ACS’s flexibility in facing any possible scenario that might arise until the successful completion of the proposed public tender offer for HOCHTIEF AG.
ACS has been the anchor shareholder of HOCHTIEF for almost four years and intends to increase its shareholding in the company to just above 50 percent over time.
Characteristics of the share capital increase
The capital increase serves the purpose of exchanging HOCHTIEF shares into ACS shares. The capital increase will have a maximum volume of close to 50 percent of the existing share capital, amounting to up to 157 million ACS shares.
The shares will be issued in exchange for the non-monetary contribution of HOCHTIEF shares tendered during the offer period. Subscription rights are excluded.
Given ACS’s objective of retaining a substantial free float in HOCHTIEF and its ability to first utilize its treasury stock for the exchange offer, it is envisaged that ACS will have limited use of the contingent capital increase, if any.
Those shares not required as part of the HOCHTIEF offer process will not be issued.
Timing of the offer
Upon approval by BaFin, the official public tender offer will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und ?bernahmegesetz, Wp?G), and will further be made available on:
ACS expects the acceptance period to begin by the end of November and is confident that the entire offer will be completed successfully by the end of January 2011.
The terms of the offer will remain as communicated and will not change.
More information about the public tender offer is available at http://www.acs-offer.com.
About Grupo ACS Grupo ACS (ACS, Actividades de Construcci?n y Servicios, S.A.), headquartered in Madrid/Spain, is a world leader in infrastructure development. In 2009, the Group’s revenues totaled EUR15,606 million. ACS has more than 146,000 employees operating in 41 countries. ACS is listed on the Madrid Stock Exchange.
Safe Harbour Statement
This announcement is neither an offer to purchase nor a solicitation of an offer to sell HOCHTIEF Shares. Moreover, the announcement is neither an offer to purchase nor a solicitation to purchase ACS Shares. The final terms and further provisions regarding the public offer will be disclosed in the offer document after the publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht). ACS reserves the right to deviate in the final terms of the public offer from the basic information described herein. Investors and holders of HOCHTIEF Shares are strongly recommended to read the offer document and all documents in connection with the public offer as soon as they are published, since they will contain important information.
Subject to certain exceptions, the public offer will not be made directly or indirectly, in or into the United States, Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States or Japan. Accordingly, copies of this announcement or any accompanying documents are not being, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from the United States or Japan.
The ACS Shares have not been, and will not be, registered under the US Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Japan. Accordingly, subject to certain exceptions, the ACS Shares may not be offered or sold within the United States or Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or to or for the account or benefit of any person in the United States or Japan.
To the extent permissible under applicable law or regulation, and in accordance with normal German market practice, ACS or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, HOCHTIEF Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, HOCHTIEF Shares, other than pursuant to the public offer, before, during or after the period in which the offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
This announcement includes forward-looking statements about ACS, HOCHTIEF and the enlarged group. 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. ACS cautions you that forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and the development of the industry in which ACS and HOCHTIEF operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, ACS does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
Company Contacts:
German and international media:
Phoebe Kebbel Hering Schuppener Consulting Phone: +49-69-921874-77 Mobile: +49-173-2862110 pkebbel@heringschuppener.com
Oda W?ltje Hering Schuppener Consulting Phone: +49-69-921874-47 Mobile: +49(151)15176631 owoeltje@heringschuppener.com
Australian media:
Kate Inverarity Nightingale Communications Phone: +61-3-9614-6930 Mobile: +61-413-163-020 kate@nightingalecommunications.com.au
Lisa Keenan Nightingale Communications Phone: +61-3-9614-6930 Mobile: +61-409-150-771 lisa@nightingalecommunications.com.au
Investor Relations: Grupo ACS Avda. P?o XII, n 102 28036 Madrid, Spain Tel: +34-91-343-92-00 Fax: +34-91-343-94-56
e-mail: infogrupoacs@grupoacs.com
Subject Codes: PC/t.101119120357905, PR/dest.Public, PT/lang.en, IN/CST, SU/OFR, RE/Spain
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