Pursuant to article 50, paragraph III, sub-paragraph i) of the General Provisions Applicable to Issuers of Securities and other Participants of the Securities Market (Disposiciones de Carácter General Aplicables a las Emisoras de Valores y a Otros Participantes del Mercado de Valores), and as provided in section 8 of the definitive offering memorandum (folleto informativo definitivo) (the “Offering Memorandum”) of the Offer (as defined below) – “Conditions of the Offer” and other applicable provisions therein (the “Applicable Provisions”), OHL México, S.A.B. de C.V. (the “Issuer” or “OHL México”) and Magenta Infraestructura, S.L. (the “Offeror”), respectively, hereby notify the market that the period of the acquisition tender offer (the “Offer”) made by the Offeror for up to 242,323,653 ordinary, nominative, sole series shares, without par value, representing (i) approximately 13.99% of the total capital stock of OHL México, considering the Treasury Shares of OHL México, (ii) approximately 14.15% of the outstanding capital stock of OHL México, without considering the Treasury Shares of OHL México; and (iii) 100.00% of the Public Shares of OHL México, expired on May 7, 2018. Unless otherwise defined herein, capitalized terms used in this notice shall have the meaning ascribed to such terms in the Offering Memorandum. The market is hereby notified that the Offeror has terminated the Offer in accordance with the Applicable Provisions, after expiration of the applicable Offer period. The Offer constituted a mandatory acquisition tender offer in accordance with the terms of articles 98 paragraph II, 99, 100 first paragraph and other applicable provisions of the LMV and was carried out in connection with the Spanish Acquisition. In addition, given that article 98, paragraph IV of the LMV provides that the terms of a mandatory acquisition tender offer may include a minimum acceptance condition, the Applicable Provisions established the condition that the Offeror and its Affiliates must own or hold, directly or indirectly, at least 95.00% of the OHL México Shares, (without considering the Treasury Shares of OHL Mexico) following the completion the Offer. Given that, as a result of the Offer, the number of Public Shares of OHL México offered and delivered as part of the Offer, would not result in the Offeror and its Affiliates owning or holding, directly or indirectly, at least 95.00% of the OHL México Shares (without considering the Treasury Shares of OHL México) the relevant minimum acceptance condition of the Offer has not been satisfied nor waived. IFM GIF welcomes the involvement of holders of the Public Shares of OHL México as partners in the OHL México business and looks forward to continue participating in the Issuer together.
te In accordance with the results information that, as of the date hereof, has been provided by Casa de Bolsa Banorte, S.A. de C.V., Grupo Financiero Banorte, as underwriter (intermediario colocador) of the Offer (the “Underwriter”) to the Offeror, and by the Offeror to the Issuer, below are the results of the Offer: • Number of Public Shares of OHL México subject to the Offer: 242,323,653 • Total Amount of the Offer: Up to MXN$6,542’738,631.00 • Number of OHL México Shares held by the Offeror and its Affiliates prior to the termination of the Offer: 1,470,015,243 • Number of Public Shares of OHL México offered and delivered as part of the Offer: 37,253,042 • Number of OHL México Shares that would be held by the Offeror and its Affiliates as a result of the Offer: 1,507,268,285 • Percentage of OHL México Shares that would be held by the Offeror and its Affiliates as a result of the Offer (without considering the Treasury Shares of OHL México): 88.02% As a result of the foregoing, in accordance with the Applicable Provisions: (i) the Offeror will not be bound to pay or deliver any consideration to the holders that may have offered and delivered their Public Shares of OHL México as part of the Offer (the “Holders”); and (ii) the Holders will have no right to any claim against the Offeror with respect to the termination of the Offer. In addition, the Underwriter will proceed to return the Public Shares of OHL México that were offered and delivered to the Underwriter by the Holders, through the custodians and/or duly endorsed in property, as part of the Offer, in terms of the Applicable Provisions. Therefore, the percentage of OHL Mexico Shares that will be held by the Offeror and its Affiliates after the conclusion of the Offer, taking into account that the Offeror has terminated the Offer, will be 85.85% (without considering the Treasury Shares of OHL Mexico). As had been previously announced, the acquisition of OHL Concesiones, S.A.U. has been successfully completed. As a result, IFM GIF is the indirect holder of 85.85% of the OHL Mexico Shares, while 14.15% of the OHL México Shares remain distributed among the general investing public (without considering the Treasury Shares of OHL Mexico). Following the expiration of the Offer, OHL Mexico remains a publicly listed company.
