Extraordinary General Meeting of ACS Approves Contingent Capital Increase for HOCHTIEF OfferBy Grupo Acs acs Actividades De Construccin Y Servicios S.a., PRNE
Thursday, November 18, 2010
Capital Increase Approved With a Majority of 99.52 Percent
MADRID, November 19, 2010 - 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 Construcción 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 Übernahmegesetz, WpÜG), 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
More information about the public tender offer is available at
About Grupo ACS
Grupo ACS (ACS, Actividades de Construcción 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
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 für
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
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 email@example.com Oda Wöltje Hering Schuppener Consulting Phone: +49-69-921874-47 Mobile: +49(151)15176631 firstname.lastname@example.org Australian media: Kate Inverarity Nightingale Communications Phone: +61-3-9614-6930 Mobile: +61-413-163-020 email@example.com Lisa Keenan Nightingale Communications Phone: +61-3-9614-6930 Mobile: +61-409-150-771 firstname.lastname@example.org Investor Relations: Grupo ACS Avda. Pío XII, n 102 28036 Madrid, Spain Tel: +34-91-343-92-00 Fax: +34-91-343-94-56 e-mail: email@example.com
German and international media: Phoebe Kebbel, Hering Schuppener Consulting, Phone: +49-69-921874-77, Mobile: +49-173-2862110, pkebbel at heringschuppener.com; Oda Wöltje, Hering Schuppener Consulting, Phone: +49-69-921874-47, Mobile: +49(151)15176631, owoeltje at heringschuppener.com; Australian media: Kate Inverarity, Nightingale Communications, Phone: +61-3-9614-6930, Mobile: +61-413-163-020, kate at nightingalecommunications.com.au; Lisa Keenan, Nightingale Communications, Phone: +61-3-9614-6930, Mobile: +61-409-150-771, lisa at nightingalecommunications.com.au
Tags: Grupo Acs (acs Actividades De Construcción Y Servicios S.a.), Madrid, November 19, Spain