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Creating and Uniquely Global and Integrated Infrastructure GroupOctober 2017
Agenda
1. Transaction Overview
Rationale for the Combination
Profile of the New HOCHTIEF
Key takeaways for ACS
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Strategic Rationale for the Transaction
ACS, Actividades y Servicios S.A., through its subsidiary HOCHTIEF, has launched a public tender offer for 100% share capital of Abertis World leading industrial platform-
Creating a Uniquely Global and Integrated
Infrastructure Group around HOCHTIEF
Investment Grade in both ACS & HOCHTIEF
- Enhancing ACS financial structure and reducing its risk profile DPS HOT x4 Δ EPS ACS > 20%
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Increasing total return to shareholders
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Key Offer Terms
Transaction Structure
Offer
Consideration
Conditions
Funding of the Transaction
Share issuance
Listing
Voluntary tender offer for the entire issued share capital of Abertis(a):
Cash offer price of €18.76 per share represents:
Premium of 33% to Abertis 3 month VWAP 13 April 2017(b)
Premium of 26% to Abertis 1 month VWAP 13 April 2017(b)
Premium of 14% to the existing cash offer announced on 15 May 2017(c)
Share alternative consideration of 0.1281 HOCHTIEF shares for each Abertis share:
Limited to 24,791,216 new HOCHTIEF shares
The newly issued HOCHTIEF shares will be listed immediately as ordinary shares post transaction
Minimum acceptance of 50%+1 share of total Abertis share capital
Acceptance of the share component offered to Abertis shareholders as share alternative
Minimum of 24,791,216 new HOCHTIEF shares accepted
Necessary approvals from regulatory and antitrust authorities
Transaction supported by fully underwritten debt facilities with an average estimated cost of ~2%
Financing structured to maintain solid investment grade rating
Share component of offer funded through an in-kind issuance of new shares by HOCHTIEF at 3 month VWAP (€146.42 per share)
ACS waived subscription rights to support share issuance
Parallel cash capital increase for HOCHTIEF minorities at 3 month VWAP (€146.42 per share)
HOCHTIEF has the intention to promote the delisting of Abertis shares
It is intended that the Combined Company will be a listed entity on the Frankfurt stock exchange
Amounting total of 990.4 million shares.
Being the last business day prior to speculation regarding a potential takeover approach.
Tender offer announcement communicated to the CNMV as at 15 May 2017.
Estimated average annual cost of debt assuming refinancing of bridge facilities.
Note: Here and throughout the presentation the combination of HOCHTIEF and Abertis is defined as the "Combined Company".
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ACS - Actividades de Construcción y Servicios SA published this content on 20 October 2017 and is solely responsible for the information contained herein.
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