Exchangeable Bond
Mexico City, October 23, 2013 – OHL Mexico S.A.B. de C.V. (“OHL Mexico” or the “Company”) (BMV: OHLMEX), announces that Obrascón Huarte Lain, S.A., owner of 100% of the capital of its controlling shareholder OHL Concesiones, S.A., has issued today to the National Commission of Securities Market from Spain the following:
Significant Event
I. Following the Relevant Fact no. 194293 published today in relation to the issue by OHL Investments, S.A. (the “Issuer”), a Luxembourg subsidiary wholly-owned by OHL indirectly through OHL Concesiones, S.A.U. (the “Guarantor”), of exchangeable bonds (the “Bonds”) exchangeable for ordinary shares of OHL México, S.A.B. de C.V. (“OHL Mexico”) (the “New Issue”) upon completion of the bookbuilding process by UBS Investment Bank (the “Lead Manager”), the Issuer has decided to increase the amount of the New Issue from €75,00,000 to €100,000,000 due to the demand from investors.
The final terms and conditions of the Bonds (the “Terms and Conditions”) are as follows:
a) The New Issue amounts to €100,000,000 and due 25 April 2018.
b) The Bonds will accrue a fixed annual interest of 4.00%, payable semi-annually in arrears.
c) The issue price is 102.0% of the principal amount of the Bonds plus the interest accrued from (and including) 25 October 2013 to (but excluding) the Closing Date. The interest accrued by each Bond from (and including) 25 October 2013 to (but excluding) the Closing Date is € 65.93.
d) The Bonds are exchangeable, at the option of the bondholders according to the Terms and Conditions. When the holders of the Bonds exercise their exchange right, the Issuer may opt either to deliver the corresponding number of shares of OHL Mexico, cash or a combination of cash and shares.
e) The initial exchange Price of the Bonds (the “Exchange Price”) amounts to €2.7189 per each share of OHL Mexico.
f) The amount of OHL Mexico shares that will be subject to the Mexican law governed security trust (“fideicomiso”) will represent approximately 4.25% of its share capital.
g) It is foreseen that the Bonds will be admitted to trading on the open market (Freiverkehr) of the Frankfurt Stock Exchange.
II. The Issuer, the Guarantor and the Lead Manager are expected to sign today a subscription agreement (the “Subscription Agreement”) which is subject to English law. Nevertheless, the issuance and subscription of the Bonds will take place on the closing date (the “Closing Date”), which is expected to occur on 31 October 2013 provided that all the conditions precedent set out in the Subscription Agreement are met.
Madrid, 23 October 2013.
