ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. Spanish National Securities Market Commission
Edison, 4
28006 MADRID
Madrid, 15 January 2015
Dear Sirs,
For the purpose established in section 82 of Act 24/1988, of 28 July, regulating the Securities
Market, and supplementary provisions, I am informing you of the following Significant Event:
ACS Actividades de Construcción y Servicios, S.A. resolved today to carry out the second execution of the capital increase charged to reserves which was passed by the Ordinary General Shareholders' Meeting on 29 May 2014. The operation aims to implement a flexible remuneration to shareholders ("Scrip Dividend"), with the purpose of allowing shareholders to choose between receiving cash remuneration or new shares in the Company.
Likewise, the Company resolved to execute the capital reduction by means of the retirement of treasury shares that was passed at the same General Meeting, in an amount equal to the effective amount of the share capital increase as a result of the first execution mentioned in the preceding paragraph.
Enclosed is an Information Document for the purposes provided in articles 26.1.e) and 41.1.d) of Royal Decree 1310/2005, of 4 November, in section 3.1 which contains the schedule of the operation.
Sincerely,
Mr José Luis del Valle Pérez
Director & Secretary General
15 January 2015
This Information Document has been prepared pursuant to the provisions in articles 26.1 d) and
41.1d) of Royal Decree 1310/2005.
1 Object
The Annual General Meeting of Shareholders of ACS, Actividades de Construcción y Servicios, S.A. ("ACS" or the "Company") held on 29 May 2014 resolved to increase the share capital of ACS charged to voluntary reserves in an amount to be determined according to the terms established in the agreement itself (the "Capital Increase"), "), as well as to simultaneously reduce the share capital of the Company by an amount equal to the amount of the share capital that is actually issued as a consequence of the Capital Increase (the Capital Increase and this reduction are the "Resolution"), delegating the execution of the resolution to the Board of Directors (with express powers of substitution) (the "Resolution" pursuant to article 297.1.a) of the Capital Companies Act, approved by Legislative Royal Decree 1/2010, of 2 July (the "Capital Companies Act").
According to the terms of the Resolution, the maximum reference fair value of the Capital Increase is 366 million euros and it may be exercised within the year following the date of the Resolution on one or two occasions at the very most, and the reference fair value is not to exceed 224 million euros in the First Execution, or 142 million euros in the second execution, in the event it is carried out.
The Board of Directors of the Company, at its meeting held on 18 December 2014, among, and using the powers of delegation in the Resolution, delegate indiscriminately to the Executive Commission, the Chairman of the Board of Directors and the Director and Secretary so that they may carry out any actions they deem appropriate or necessary for the execution of everything contained in the Resolution and they may sign any documents required or considered appropriate for the above-mentioned purposes.
By virtue thereof, on 15 January 2015, resolved to carry out resolved to carry out a Second Execution of the Capital Increase (the "Second Execution") setting the maximum reference value of said Second Execution (Amount of the Executed Option) at 142 million euros. In the event (a mere theoretical possibility) that none of the shareholders were to choose to sell their rights to the Company pursuant to the Purchase Commitment (section 2.2 below) and that the PreCot (quoted price, the reference Price used to determine the number of shares to be issued, see also section 2.2 below) coincides with the closing share price of the day before the date of this document, this
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Second Execution would determine a capital increase of approximately 1.49 %. However, as a consequence of the simultaneous capital reduction by means of the amortisation of shares that is mentioned in section 2.1 below, in any event following the increase and the reduction, the current share capital amount will remain unchanged.
Pursuant to the provisions in articles 26.1.e) and 41.1.d) of Royal Decree 1310/2005, of 4
November, it is not necessary to prepare and publish a prospectus in respect of the issuance and Listing of the shares issued as a consequence of the Second Execution insofar as the existence of this information document means that a document is available with information on the number and nature of the shares and the reasons for and details of the offer.
The purpose of this information document is to furnish the information among that mentioned above which is available as of the present date. Once the First Execution is executed and the remaining information is available, it will be disclosed as a supplement to this information document. The disclosure of the Second Execution of the Capital Increase and of the particulars thereof that are yet to be concretised by means of a supplement to this information document is scheduled to take place on 23 January 2015.
2.1 Purpose
The purpose of the transaction forming the object of this Informative Document is to offer the shareholders of the Company, in lieu of what would be an interim cash dividend, fully paid-up shares with the possibility of immediately monetising the free allotment rights corresponding to said shares through their sale to the Company at a pre-defined price.
The transaction is in line with similar transactions carried out by ACS, as in 2012, 2013 and 2014, and with the practices of other important listed companies in recent years. It involves remunerating the shareholder in accordance with a flexible "optional dividend" which enables to receive and retain the shares o the receipt of money in conditions which are equivalent, including as regards taxation, to those of an actual dividend.
Likewise, at the time of the Second Execution, has resolved to partially execute the capital reduction by means of the amortisation of treasury shares established in the Resolution in a nominal amount equal to the actual nominal amount of the Second Execution, simultaneously thereto. With this reduction, the shareholders who decide to transfer their free allocation rights as a consequence of the Second Execution will not be subject to a dilution of their ownership interest in the Company.
2.2 Functioning
The shareholders of the Company will receive a free allocation right for each ACS share in their possession. These shall be negotiable rights, and therefore they may be transferred on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges during a term of 15 calendar days, after which the rights will automatically become newly issued shares of ACS, and they will be attributed to those who at the time are holders of free allocation rights.
Therefore, at the time of the Second Execution, the shareholders of ACS will be free to choose between:
(a) Not transferring their free allocation rights. In such event, at the end of each trading period the shareholder will receive the fully liberated new shares to which he is entitled. This allocation of shares is not subject to withholding for tax purposes.
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(b) Transferring the entirety or part of their free allocation rights to ACS by virtue of the Purchase Commitment assumed by ACS at a guaranteed fixed price for the Second Execution (the "Purchase Commitment"). In this way, a shareholder would choose to monetise his rights, receiving the Executed Option in cash rather than receiving shares. Rights that were acquired on the secondary market cannot be transferred. The free allocation rights may only be transferred by the shareholders who appear as such on the book records of Sociedad de Gestión de los Sistemas de Registro (Iberclear) at 23:59 hours on the date of publication of the announcement of the Second Execution in the Mercantile Registry Official Gazette (BORME). The tax regime applying to the amount received as a consequence of choosing this option is the same as for cash dividends, therefore the amount payable to shareholders shall be subject to the relevant withholding.
(c) Transferring the entirety or part of his free allocation rights on the market. In this case a shareholder would also choose to monetise his rights, but he would not receive a guaranteed fixed price, because the consideration for the rights would depend on the market conditions in general and on the quoted Price of those rights in particular. Amounts obtained from the sale of rights on the market are not subject to withholding for tax purposes.
Also, shareholders may combine the above options (that is, they may choose one or more of them in respect of the entirety or part of the rights and shares to which they are entitled in the Second Execution of the Capital Increase), depending on what they freely decide.
Shareholders who do not communicate a specific decision will receive the number of new shares to which they are entitled.
As stated above, shareholders will receive a free allocation right for each share of ACS of which they are holders. The number of rights required to receive a new share and the guaranteed price at which ACS shall undertake to buy the rights from those choosing to receive cash by virtue of the Purchase Commitment will depend on the quoted price of the ACS share on the days prior to the Second Execution of the Capital Increase and on the number of shares outstanding at the time. The number of rights and the final price of the Purchase Commitment are scheduled to be disclosed on
23 January 2015, by means of a supplement to this information document, and said data will be calculated by applying the formulas established in the Resolution approved by the Meeting (available at the ACS website (www.grupoacs.com) and at the CNMV website (www.cnmv.es), said formulas being laid out below.
In any event, the number of shares to be issued shall be such that the fair value of those shares calculated according to the quoted Price of the ACS share on the days before the Second Execution of the Capital Increase shall be 142 million euros. Said amount has been established pursuant to the provisions in the Resolution of the Annual General Meeting of Shareholders.
In this way, the approximate value of each free allocation right is 0.447 euros. This shall also be the approximate price of the ACS Purchase Commitment.
Specifically, the number of rights required in order to receive a new share and the price of the
Purchase Commitment in respect of those rights shall be calculated as follows:
No. of rights = NTAcc/ (142,000,000/PreCot), (rounded to the next highest whole number).
Where,
"No. of rights" shall be the number of rights required in order to receive a new share of ACS in the
Second Execution.
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"NTAcc" shall be the number of shares outstanding on the date of the Second Execution of the Capital Increase (as of the date of this document, 314.664.594 shares). For the purpose herein, the date of the Second Execution shall be that on which the Executive Commission, the Chairman of the Board of Directors or the Director-Secretary General, by virtue of the delegation of powers executed by the Board of Directors at its meeting of 18 December 2014, carries out the arithmetical operations resulting from the application of the formulas mentioned herein, in order to calculate the provisional number of shares to be issued, the number of free allocation rights required for the allocation of a share, the "PreCot" (quoted price) and the maximum nominal amount of the Capital Increase as a result of the Second Execution, which is scheduled to take place on 23 January 2015;
"PreCot" shall be the (simple) arithmetic mean of the weighted average quoted prices of the Company share on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges in the 5 stock exchange sessions of 16, 19, 20, 21 and 22 January 2015, rounded to the nearest thousandth of euro and, if there is a half thousandth euro, it will be rounded to immediately higher thousandth of euro
If necessary, ACS shall waive the number of free allocation rights required to guarantee that the number of shares to be issued in the Second Execution and the number of rights required to receive a share is a whole number rather than a fraction.
"Fixed price of the Purchase Commitment" = PreCot / No. of rights rounded to the nearest thousandth of euro and, if there is a half thousandth euro, it will be rounded to immediately higher thousandth of euro.
Where "PreCot" and "No. of rights" have the meanings stated above.
3.1 Calendar of the Second Execution
The calendar scheduled for the Second Execution is the following:
23 January 2015:Publication, by means of a supplement to the information document, of the number of free allocation rights required to receive a share and the final price of the Purchase Commitment.
28 January 2015:Publication of the announcement of the Second Execution in the BORME. This is the record date for the purpose of the free allocation rights (23.59 CET).
29 January 2015:Commencement of the trading period of the free allocation rights and of the term for requesting the cash remuneration (sale of rights to ACS) by virtue of the Purchase Commitment.
6 February 2015:End of the term for requesting the cash remuneration (sale of rights to ACS) by virtue of the Purchase Commitment.
12 February 2015: End of the trading period for the free allocation rights. Acquisition by ACS of the free allocation rights from the shareholders who have chosen to receive cash by virtue of the Purchase Commitment.
12 February 2015: ACS waives any free allocation rights acquired by virtue of the Purchase
Commitment. End of the Second Execution.
17 February 2015: Cash payment to the shareholders who requested their remuneration in cash by virtue of the Purchase Commitment.
17 February - 24 February 2015: Formalities for the registration of the Second Execution and the
Listing of the new shares on the Spanish Stock Exchanges.
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25 February 2015: Date scheduled for the new shares to begin trading on the Spanish Stock
Exchanges.
3.2 Allocation of rights and procedure for choosing between cash or new shares
The free allocation rights shall be allocated to the shareholders of ACS appearing as such on the book records of Iberclear at 23:59 hours on the date of publication of the announcement of the Second Execution in the Mercantile Registry Official Gazette (BORME) (scheduled for 28 January
2015). The period for trading these rights on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges via the Stock Exchange Interconnection System (Continuous Market) shall commence on the next business day and it will last fifteen calendar days (from 29 to January to 12 February
2015, both inclusive).
During the trading period for the free allocation rights, shareholders may choose between cash or new shares under the terms stated above, and they may acquire on the market sufficient free allocation rights in the proportion required to be able to subscribe new shares. However, shareholders wishing to accept the ACS Purchase Commitment in respect of rights and to receive cash at the guaranteed fixed price must notify their decision no later than 6 February 2015. The Purchase Commitment applies only to the rights received free of charge by shareholders, whereas any rights bought on the market are excluded.
To decide between the options provided by ACS in connection with the Second Execution of the Capital Increase, shareholders must contact the institutions where they have deposited their shares and the corresponding free allocation rights by virtue of the Purchase Commitment within the terms indicated in the preceding paragraph. In the absence of an express communication, a shareholder shall receive the number of new shares in proportion to what he is entitled, being fully liberated shares.
3.3 Expenses and fees
This Second Execution will be free of expenses and fees in respect of the allocation of the newly issued shares. ACS shall bear the issuance, subscription, circulation, listing and any other expenses related to the Second Execution of the Capital Increase.
Subject to the foregoing, the shareholders of the Company must bear in mind that institutions that are members of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear) at which they have their shares deposited may establish, in accordance with the law in force any administration-related fees and expenses that they freely determine, arising from maintaining the securities in their book records. Also, the above-mentioned institutions may establish, according to the law in force, any fees or expenses related to the processing of orders to buy and sell free allocation rights which they freely determine.
4.1 Number of shares to be issued
The number of shares to be issued as a consequence of the Second Execution of the Capital Increase ("NAN") shall be that resulting from the formula approved by the Resolution, by the Annual General Meeting of Shareholders of ACS indicated below, rounded to the immediately lower whole number:
NAN = NTAcc/No. of rights
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Where NTAcc and No. of rights have the meaning indicated above.
The number of shares to be issued in the Second Execution is scheduled to be disclosed on 23
January 2015, by means of a supplement to this information document.
Subject to the foregoing, the number of shares actually issued in the Second Execution will depend on the number of shareholders asking to receive their remuneration in cash at the fixed price of the Purchase Commitment. ACS shall waive the free allocation rights acquired by virtue of the Purchase Commitment from shareholders who ask to be paid in cash, therefore only the shares corresponding to the free allocation rights not acquired by ACS under the above-mentioned Purchase Commitment
shall be issued.
4.2 Nominal value, issuance rate and representation of the shares
The new shares issued in the Second Execution of the Capital Increase shall be ordinary shares, each with a nominal value of 0.5 euros per share, of the same class and series as those currently outstanding, represented by means of book entries, the accounting of which is entrusted to Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) and its member entities.
4.3 Reserve to which the issuance of the shares is charged and balance sheet used as a basis for the operation
The Second Execution of the Capital Increase in is liberated and, as such, it does not entail any disbursement whatsoever for the shareholders of ACS. As mentioned above, this disbursement will be fully charged to freely available reserves in the voluntary reserves account, the amount of which as of 31 December 2013 was 535,528,874.62 euros.
The balance sheet serving as the basis for the Second Execution of the Capital Increase is the one corresponding to the year ended 31 December 2013, audited by Deloitte, S.L., which is submitted for approval to the Annual General Meeting of Shareholders on 29 May 2014 under item one of the Agenda.
4.4 Shares in deposit
At the end of the trading period of the free allocation rights, any new shares that have not been allocated for reasons that cannot be attributed to the Company will be kept in deposit at the disposal of those accrediting their legitimate entitlement to the corresponding free allocation rights. Once three years have elapsed following the date when the trading period for the free allocation rights ended, any shares yet to be allocated may be sold according to the provisions in article 117 of the Capital Companies Act, on behalf and at the risk of the parties concerned. The net amount of said sale will be deposited at the Bank of Spain or at the General Deposit Fund at the disposal of the parties concerned.
4.5 Rights of the new shares
The new shares shall give their holders the same voting and dividend rights are the ordinary shares of ACS that are currently outstanding following the date on which the Second Execution of the Capital Increase is declared to be subscribed and called up.
4.6 Listing
ACS will apply for the listing of the new shares issued as a consequence of the First Execution on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges, via the Stock Exchange
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Interconnection System (Continuous Market) and will carry out the formalities and actions necessary for the Listing of the newly issued shares.
5 Supplement to this information document and information available to the public
As stated in prior sections of this document, certain information in respect of the Second Execution of the Capital Increase I not available as of the present date. Specifically, the number of shares to be issued in this Second Execution, the number of rights required to receive a share and the final price of the Purchase Commitment are scheduled to be published on 24 January 2014 by means of a supplement to this information document.
This document and the supplement to be disclosed on 23 January 2015 will be available on the website of ACS (www.grupoacs.com) and of the CNMV (www.cnmv.es) as from the date of publication thereof.
ACS, Actividades de Construcción y Servicios, S.A.
José Luis del Valle Pérez
Director & Secretary General
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