MADRID, January 16, 2015 /PRNewswire/ --
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is an advertisement and does not constitute a prospectus or offering memorandum and nothing herein contains an offering of securities. No one should purchase or subscribe for any Class A shares in Grupo Isolux Corsán, S.A. except on the basis of the information contained in the Folleto Informativo to be approved by the Spanish National Securities Market Commission (Comisión Nacional de Mercado de Valores or "CNMV") in connection with the initial public offering of Grupo Isolux Corsán, S.A. and the admission to listing of its Class A shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and on the Automated Quotation System of those stock exchanges. Once approved, the prospectus will be published and made available at the website of the CNMV (http://www.cnmv.es ).
Grupo Isolux Corsán, S.A. ("Isolux" or the "Company" and, together with its subsidiaries, the "Group"), a leading global player in infrastructure concessions and in engineering, procurement and construction ("EPC") projects, today announces its intention to proceed with an initial public offering (the "IPO" or the "Offering") of its Class A shares (the "Shares") to qualified and institutional investors. The Company intends to apply for admission of the Shares to the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the "Spanish Stock Exchanges") and on the Automated Quotation System of the Spanish Stock Exchanges ("Admission"). The Offering will consist entirely of a primary offering of new Shares by the Company.
The Group is an international leader in the engineering, construction and concession sectors providing a comprehensive range of EPC services and carrying out infrastructure concession operations globally, delivering projects to both public and private sector clients in 38 countries across four continents.
With over 85 years of experience, the Group has successfully grown its business organically and through selective and strategic acquisitions. In the twelve months ended September 30, 2014, it generated consolidated revenue (before equity method adjustments for the application of IFRS 11) of EUR3,008.5 million and consolidated EBITDA (before equity method adjustments for the application of IFRS 11) of EUR637.8 million and continues to expand internationally, with approximately 83% of its consolidated revenue being generated outside of Spain.
The Group's two main divisions are: EPC, where it services public and private customers in the energy, transmission and distribution and infrastructure sectors, and Concessions, where it owns, manages and operates toll-road concessions, transmission lines, solar photovoltaic plants and car parks.
DETAILS OF THE OFFERING
The Offering will comprise a primary offering by Isolux of a number of newly issued Class A shares necessary to raise gross proceeds of approximately EUR600 million. Over-allotment Shares not to exceed 15% of the size of the Offering will be made available by the Company in connection with the Offering.
The proceeds of the Offering will be used by the Company primarily to reduce the Group's indebtedness, fund growth, pay for transaction costs associated with the IPO and for other general corporate purposes, including, among other things, investments and expenses related to pursuing new business opportunities.
Following the IPO, Isolux will have two classes of shares outstanding: Class A shares, that are the subject of the Offering, and Class B shares, that will not be publicly traded.
Each Class A share and Class B share confers its holders equivalent financial rights, although each Class B share carries 100 voting rights and each Class A share carries one voting right, with no other differences in the rights conferred by each share class to its holders. Additionally Class B shares are convertible into Class A shares at the discretion of Class B shareholders under certain conditions set out in the Company's By-Laws. Each of the five existing shareholders of the Company will hold the same ratio of Class A to Class B shares before the Offering.
The current Shareholders of the Company and their respective participation in the share capital (prior to the Offering) is as follows:
- 52.02% held by Construction Investments, S.à.r.l., a company whose voting
rights are controlled by the Company's chairman and vice-chairman, Luis Delso Heras
and José Gomis Cañete, as well as by Carmen Ramírez del Molino.
- 23.80% held by Hiscan Patrimonio, S.A.U., a company fully owned by Caixabank,
S.A.
- 11.74% held by Inversiones Corporativas, S.A., a company controlled by the
Spanish Deposit Insurance Scheme for Credit Institutions (Fondo de Garantía de
Depósitos para Entidades de Crédito).
- 10.02% held by Cartera Perseidas, S.L., a company 40% owned by Caixabank, S.A.
and participated by other Spanish financial institutions (Unicaja Banco, S.A., Banco
Mare Nostrum, S.A., Ibercaja Banco, S.A.)
- 2.42% held by Charanne B.V., a company whose voting rights are equally split
among Luis Delso Heras and José Gomis Cañete.
The Company and the Shareholders will agree to certain lock-up arrangements during the period from the date on which the underwriting agreement is signed to 180 days after the settlement date of the Offering, during which time they may not issue or dispose of any interest in their shares without the consent of the Joint Global Coordinators (as defined below), subject to customary exceptions.
Citigroup Global Markets Limited, Morgan Stanley & Co. International plc and Banco Santander, S.A. are the Joint Global Coordinators for the IPO (the "Joint Global Coordinators" and, together with Caixabank, S.A., Natixis and Société Générale, the "Managers").
Further details of the intended Offering will be included in the prospectus to be approved by the CNMV in connection with the Offering and the Admission. This approval process is ongoing. Once approved, the prospectus will be published and made available on the website of the CNMV (http://www.cnmv.es). The approval of the prospectus by the CNMV shall not constitute an evaluation of the merits of the transactions proposed to investors.
INFORMATION ON ISOLUX
In the twelve months ended September 30, 2014, we generated consolidated revenue (before equity method adjustments for the application of IFRS 11) of EUR3,005.8 million and consolidated EBITDA (before equity method adjustments for the application of IFRS 11) of EUR637.8 million. In this period, our EPC segment accounted for 82% of our revenues and 45% of our EBITDA, whilst our Concessions segment represented 23% of our revenues and 61% of our EBITDA. We also have an Other segment, consisting of our non-core businesses of biodiesel, real estate activities, a wind farm in Argentina and our corporate overhead and consolidation adjustments.
In the twelve months ended September 30, 2014, Spain represented 17% of our revenues, Latin America accounted for 56% and Asia for 15%, with the remaining 12% coming from other geographic regions
Please note that the above financial information by segment and by geographic regions does not reflect the application of IFRS 11 and the negative contribution of our Other segment.
(CONTINUA)
