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Comision Nacional Del Mercado De Valores (Cnmv)

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Comision Nacional Del Mercado De Valores (Cnmv) Relevant Fact Investor Relations Inst. Investors & Research Tel. +34 91 595 10 00 Shareholder’s Office Tel. +34 902 30 10 15 [email protected] COMISION NACIONAL DEL MERCADO DE VALORES (CNMV) In compliance with article 228 of the Consolidated Text of the Spanish Securities Market Law, ABERTIS INFRAESTRUCTURAS, S.A. ("Abertis" or the “Company”), hereby notifies the Spanish National Securities Market Commission of the following RELEVANT FACT The company sends the report from the Board of Directors of Abertis Infraestructuras, S.A. in relation to the Tender Offer made by Hochtief AG. Madrid, 17 April 2018 abertis.com / [email protected] REPORT BY THE BOARD OF DIRECTORS OF ABERTIS INFRAESTRUCTURAS, S.A. ON THE TAKEOVER BID BY HOCHTIEF AKTIENGESELLSCHAFT AUTHORISED BY THE NATIONAL SECURITIES MARKET COMMISSION (CNMV) ON 12 APRIL 2018 The present report has been drawn up by the Board of Directors of Abertis Infraestructuras, S.A. (hereinafter “Abertis” or the “Company”) in relation to the voluntary takeover bid made by Hochtief Aktiengesellschaft (hereinafter, “Hochtief” or the “Bidder”), on 18 October 2017, to acquire all of the shares that make up the share capital of Abertis, as amended on 23 March 2018 (hereinafter the bid and its amendment are referred to as the “Takeover Bid” or the “Bid”). The present report has been approved by the Abertis Board of Directors at its meeting of 16 April 2018, in compliance with the provisions of article 134.4 of the Redrafted Text of the Securities Market Law, approved by Royal Legislative Decree No. 4/2015, of 23 October (hereinafter the “LMV”, for its Spanish initials), and article 24 of Royal Decree No. 1066/2007, of 27 July, on the regime governing takeover bids (hereinafter “RD 1066/2007”). The takeover bid, in its original terms, was authorised by the National Securities Market Commission (hereinafter the “CNMV”, for its Spanish initials) on 12 March 2018, and the amended bid submitted on 23 March 2018 was authorised on 12 April 2018 (hereinafter the “Amended Bid”). The terms and conditions of the Bid are described in detail in the corresponding Offer Document and supplement thereto drawn up by the Bidder, which is available to the public in accordance with article 22 of RD 1066/2007 (hereinafter the offer document and its supplement shall be jointly referred to as the “Offer Document”). In any case, this Board of Directors recalls the prescriptive but non-binding nature of the opinions included in the present Report, and that it is for each shareholder, based on their particular interests and situation, to decide whether or not to accept the Bid. 1. BACKGROUND TO THE BID On 15 May 2017, Atlantia, S.p.A. (hereinafter “Atlantia”) announced a voluntary takeover bid to acquire the entirety of the share capital of Abertis, which was authorised by the CNMV on 9 October 2017. On 18 October 2017, Hochtief submitted the Bid, initially as a Competing Bid to the bid made by Atlantia, which was authorised by the CNMV on 12 March 2018. The Bid originally included an alternative cash consideration or an exchange for new Hochtief shares (up to a maximum of 193,530,179 shares in Abertis), or a combination of the two. In addition to obtaining the regulatory approvals and authorisations, the Bid was also dependent on (i) the Bid being accepted by 50% of Abertis’ share capital plus one share, and (ii) a minimum number of 1/17 193,530,179 shares in Abertis (representing 19.5% of the share capital) opting for the consideration in shares. On 14 March 2018, Hochtief announced the Amended Bid, after having reached a binding agreement in principle with Atlantia and ACS, Actividades de Construcción y Servicios, S.A. (hereinafter “ACS”), with the aim of jointly investing in Abertis, a summary of which was made public through “significant event” communications Nos. 262865, 262867 and 262871. The main features of this agreement include the following: (i) Hochtief’s commitment to amend the Bid, in the terms described in the present report; (ii) Atlantia’s commitment to withdraw its bid; (iii) the incorporation by Hochtief, Atlantia and ACS of a shell company, or special purchase vehicle (referred to as the “SPV” in the Offer Document), which will acquire from Hochtief the Abertis shares acquired in the Bid. On 23 March 2018, after signing the investment agreement with Atlantia and ACS in order to give effect to the aforementioned agreement in principle, Hochtief submitted to the CNMV a request for authorisation of the Amended Bid. For its part, Atlantia notified the CNMV of the withdrawal of its bid on 12 April 2018, immediately before the CNMV authorised the Amended Bid. As mentioned in the preamble, unless otherwise stated, this report refers to and pronounces on the Bid, that is, the amended takeover bid submitted by Hochtief. 2. MAIN FEATURES OF THE BID As described in the Offer Document, the main features of the Bid are as follows: 2.1 Bidder The Bidder is Hochtief Aktiengesellschaft, a German limited company (Aktiengesellschaft) incorporated in accordance with German law. Hochtief is registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Essen, with registration number HRB 279 and registered office in Opernplatz 2, 45128, Essen, Germany. The share capital of Hochtief on the date of the Offer Document is €164,608,000, represented by 64,300,000 no-par-value bearer shares (Stückaktien), each of which represent a pro rata share value of €2.56 of the share capital of Hochtief, which is fully paid-up. The shares of Hochtief are listed on the German Stock Exchanges (namely, Frankfurt, Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart). The Bidder is part of the group of companies led by ACS, which owns 71.72% of the share capital of Hochtief. ACS is a Spanish limited company with registered office in Avenida Pio XII, 102, 28036, Madrid, Spain. ACS shares are listed on the Spanish Stock Exchange through the Stock Exchange Interconnection System (hereinafter, “SIBE”, for its Spanish initials). Furthermore, by virtue of the agreements signed between Atlantia, ACS and Hochtief, which provide for a capital increase for Hochtief and a sale of shares from ACS to Atlantia, Atlantia 2/17 would become the holder of 24.14% of the share capital of Hochtief and ACS’s stake would be reduced to 50.15%. In addition, Hochtief has two other significant shareholders: (i) Blackrock, Inc., owner of 4.58% of the voting rights held in shares and other financial instruments; and (ii) Gartmore Investment Management Ltd., owner of 2.87% of voting rights of the Bidder. 2.2 Shares included in the scope of the Bid As indicated in the Offer Document, the Bid applies to the entire share capital of Abertis and is therefore aimed at all of the holders of the 990,381,308 shares in Abertis. It therefore also includes all of the Company’s treasury stock. There are no further shares in the Company which should be covered by the Bid other than those mentioned in said offer, as Abertis has not issued any pre-emptive subscription rights, non-voting shares, bonds or obligations that may be converted into shares in the Company, exchangeable securities or warrants, or any other similar instruments that could give a direct or indirect right to acquire or subscribe shares in Abertis. The Bid is carried out solely and exclusively in Spain, even though it is aimed at all Abertis shareholders, irrespective of their nationality or place of residence, without being understood as having been made in any jurisdiction where making the Bid requires the distribution or registration of documentation additional to the Offer Document. In particular, the Offer Document specifies that the Bid is not being made, either directly or indirectly, in the United States of America, except in compliance with, or under the exemptions provided in, any stock market or takeover bid regulations in the United States of America. The terms and conditions of the Bid are identical for all the Abertis shares to which it applies, with the consideration offered being that indicated in section 2.2 of the Offer Document. 2.3 Type of Bid The Takeover Bid is voluntary, as the Bidder is not affected by any situation that would oblige it to make a mandatory bid in accordance with article 137 of the LMV and article 13 of RD 1066/2007. The Bid was initially submitted as a Competing Bid to the first takeover bid made by Atlantia, although, after the withdrawal communicated by Atlantia on 12 April 2018, the Bid is no longer considered to be a Competing Bid. 2.4 Consideration offered The Bidder is offering Abertis shareholders a cash consideration of €18.36 for each Abertis share, adjusted after the payment on 20 March 2018 of the dividend of €0.40 per Abertis share for the 2017 financial year. Although the Bid is voluntary, the Bidder states that the consideration for the Bid has been set in accordance with the equitable price provisions contained in article 9 of RD 1066/2007. In that respect, the Bidder attached to the Offer Document a valuation report issued on 6 March 2018 by “KPMG Asesores, S.L.”, acting in its capacity as an independent expert, in which it 3/17 confirms that the consideration offered in the Bid met the requirements for being considered an equitable price. Furthermore, the Bidder attached to the Offer Document a supplementary valuation report by “KPMG Asesores, S.L.”, dated 10 April 2018, which confirmed that the share price of Hochtief at the close of business on 7 March 2018 (the day immediately preceding the publication by ACS, Hochtief and Atlantia of the two “Significant Event” communications confirming the existence of conversations about Abertis) was €136.30 and that the weighted average share price of Hochtief in the quarter and half-year ending on that date was €142.16 and €144.39, respectively, meaning that the equivalent effective price of the consideration in shares initially offered, calculated by applying the exchange ratio of the initial Hochtief bid (0.1254 new shares in Hochtief for each Abertis share), the aforementioned Hochtief share prices are €17.09, €17.83 and €18.11, respectively.
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