ACS, ACTIVIDADES DE CONSTRUCCIÓN Y SERVICIOS, S.A. Spanish National Securities Market Commission
Edison, 4
28006 MADRID
Madrid, 23 January 2015
For all purposes established in Article 82 of Law 24/1988, of 28 July, on the Securities Market, and as a continuation of the Significant Event dated 15 January 2015 (record number 217300), I
hereby inform you of the following Significant Event:
The maximum number of new shares to be issued during the second execution of the capital increase charged to reserves agreed upon by the General Meeting held on 29 May
2014 (through which an optional cash or stock dividend is implemented) has been set at
4,560,356.
The price at which ACS, Actividades de Construcción y Servicios, S.A. has agreed to purchase free allocation rights from its shareholders corresponding to said capital increase has been determined as a fixed gross amount of 0.450 euros for each right.
The reduction in share capital due to amortisation of its own shares approved during the same General Meeting held on 29 May 2014 by the same amount as the second execution of the capital increase and which will take place simultaneously shall also be by a maximum of 4,560,356 shares.
Enclosed please find the Information Document Supplement included with the Significant Event dated 15 January 2015.
Sincerely,
José Luis del Valle Pérez
Director / Secretary General
23 January 2015
This Supplement to the Information Document dated January 16, 2014 was prepared pursuant to the provisions of Articles 26.1 d) and 41.1d) of Royal Decree 1310/2005.
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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) (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").
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, resolved to 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 the Second Execution, setting the maximum reference value of said Second Execution (Amount of the Executed Option) at
142 million euros.
This document is a supplement to the Information Document regarding the Second Execution made public by ACS through a significant event on 15 January 2015.
The purpose of this supplement is to communicate the information regarding the Second Execution that was pending confirmation as of the date of publication of the Information Document and, particularly, the number of shares to be issued as a result of the Second Execution, the number of rights needed to receive one share and the final price of the Purchase Commitment of rights prepared by ACS.
This supplement, together with the Information Document dated 15 January 2015, constitutes the document mentioned in Articles 26.1.e) and 41.1.d) of Royal Decree 1310/2005 of 4
November, and its publication renders the preparation and publication of an information sheet regarding the issuance and admission to the stock exchange of any shares issued during the Second Execution of the Capital Increase unnecessary.
The Information Document and this supplement are available on the ACS website (www.grupoacs.com) and on the CNMV, the Spanish National Securities Market Commission, website (www.cnmv.es).
Capitalised terms not defined in this supplement shall have the meaning established in said
Information Document.
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Second Execution
Pursuant to the formulas established in the Resolution regarding the Capital Increase, the following points have been established with relation to the Second Execution:
(i) The number of shares to be issued during the Second Execution is set at 4,560,356.
The number of shares actually issued during the Second Execution may, however, be lower, as it will depend on the number of free allocation rights at the end of the trading period not held by ACS (which, in accordance with the resolution of the General Meeting and the Information Document, intends to waive all free allocation rights held at that time as a consequence of the Purchase Commitment assumed) 1.
(ii) Therefore, the maximum nominal amount of the Second Execution of the Capital Increase is 2,280,178 euros. The nominal amount by which the share capital of ACS will actually be increased during the Second Execution will, however, depend on the number of shares actually issued.
(iii) The number of free allocation rights needed to receive one new share is 69.
ACS shareholders recognised as such in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) as of 11:59 pm on the day of publication of the announcement of the Second Execution in the Official Mercantile Registry Gazette (scheduled for 28
January 2015) shall receive one free allocation right for each share of ACS owned. Therefore, said shareholders shall have the right to receive one new share for each
69 old shares owned as of the above date.
In order to ensure that both the number of free allocation rights needed to receive one new share and the number of shares to be issued are whole numbers, ACS has waived 30 free allocation rights corresponding to 30 of the shares it holds.
With regards to the above, it is stated that:
(i) The "NTAcc" or number of shares outstanding of ACS as of the date of agreement on this document is 314,664,594; and
(ii) The "PreCot", understood as the arithmetic (simple) mean of the weighted average prices of ACS shares on the Spanish Stock Exchanges during the 5 trading days held on 16, 19, 20, 21 and 22 January 2015, rounded according to the terms established by the Resolution and as evidenced by the certification issued by the Sociedad Rectora de la Bolsa de Madrid, the Madrid Stock Exchange governing body, is equal to 31.035
euros.
1 In addition, should the number of shares outstanding of ACS - after having deducted the shares corresponding to the free allocation rights acquired by ACS by virtue of the Purchase Commitment (which ACS shall waive in accordance with the Resolution) - result in a fraction of a number, ACS shall also waive the number of free allocation rights owned necessary in order for the number of new shares to actually be issued during the Second Execution to be a whole number and not a fraction.
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The price of the Purchase Commitment of rights assumed by ACS is of 0.450 gross euros per right, calculated in accordance with the provisions of the Resolution.
Therefore, any shareholders who wish to receive their payment in cash may sell their free allocation rights to ACS at a fixed gross price of 0.450 euros.
Only free allocation rights received by shareholders recognised as such in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. (Iberclear) as of 11.59 pm on the day of publication of the announcement of the Second Execution in the Official Mercantile Registry Gazette may be transferred. ACS will not buy any rights that were acquired on the secondary market, which are not within the scope of the Purchase Commitment.
Madrid, 23 January 2015.
ACS, Actividades de Construcción y Servicios, S.A.
José Luis del Valle Pérez
Director / Secretary General
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