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Grupo Isolux Corsán, S.A.: Announcement of Intention to Float on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges
Madrid (ots/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.
Each of our EPC and Concessions segments is subdivided into several lines of business. As of September 30, 2014, we had 8,779 employees, with 5,194 in our EPC segment, 2,515 in our Concessions segment and 1,070 in our Other segment.
In the twelve months ended September 30, 2014, our Concessions segment generated revenue of EUR682.8 million and EBITDA of EUR385.8 million. Our Concessions segment comprises the following three business lines:
- Highway concessions: We develop and operate toll-roads and highway assets under concession. Our group operates or has equity interests in four toll-road concessions in India, two in Mexico, one in Brazil and one in Spain, and is in the process of developing a highway concession in the United States. The highways that we are currently operating or developing have a total length of 1,643 kilometres. - Power transmission concessions: We are engaged in the development and operation of high-voltage electricity transmission lines under concession agreements. We currently operate or have equity interests in seven electric transmission line concessions in Brazil, one in India and one in the United States. Overall, the transmission lines in our portfolio that are currently operating or under construction have a total length of 5,959 kilometers. - Solar photovoltaic power plants: We are a major independent producer of photovoltaic solar energy. Our subsidiary T-Solar is engaged in the operation, construction and development of solar photovoltaic plants in Spain, Italy, India, Mexico, Peru, the United States, Puerto Rico and Japan. The total energy production capacity of our solar photovoltaic plants in operation or under construction amounts to 326 MW.
Additionally, we are a meaningful operator of off-street car park concessions in Spain, where we operate 49 car parks with a total of 23,842 parking spaces (22,543 spaces were in operation and 1,299 were in design phase) as of September 30, 2014. We have recently acquired the Nuevo Centro car park in Valencia with approximately 2,700 parking spaces.
In 2012, we reached an agreement with the Canadian pension fund Public Sector Pension Investment Board (PSP), pursuant to which PSP invested US$627 million in Isolux Infrastructure, our subsidiary holding the aforementioned interests in highway concessions, power transmission concessions and solar photovoltaic energy. As a result of the transaction, PSP received an initial equity stake of 19.23% in Isolux Infrastructure (with the remaining 80.77% held by us) and holds a loan instrument that is convertible into an additional equity stake in Isolux Infrastructure in 2017 under the aforementioned agreement.
In the twelve months ended September 30, 2014, our EPC segment generated revenue of EUR2,452.4 million and EBITDA of EUR289.2 million, and had a backlog of EUR6,626 million as of such date. Our EPC segment comprises the following three business lines:
- Energy: We provide engineering, procurement and construction related to the energy sector, which we believe is a growth area. We focus on activities in three main areas: thermal power plants, renewable energy and oil and gas. - T&D and installations: We provide the installation and maintenance of T&D infrastructures (including high-voltage transmission lines and substations). We also provide a wide range of services, including electrical, mechanical and special installations, railway electrification and signalling, deployment and maintenance of electrical and telecommunications networks, electromechanical installations for airports and shipping, security and control systems, and industrial services and maintenance. - Infrastructure: We provide engineering, procurement and construction related to civil and industrial construction works, including roads, railways, maritime infrastructures, airports and hydraulic works.
As of September 30, 2014, 84% of our EPC Backlog related to activities outside of Spain. Some of the main contracts awarded in 2014 and included in our EPC Backlog as of September 30, 2014, relate to the I-69 Indiana Highway section 5 (US), Pellet Plant (US), Miguillas Hydroelectric Project (Bolivia) or the third combined cycle plant in Bibiyana (Bangladesh). Moreover, around EUR1 billion of new orders have been awarded after September 30, 2014, such as the development of Moyobamba Transmission Line in Peru.
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, our Other segment accounted for negative EUR126.7 million of our consolidated revenue and negative EUR37.2 million of our consolidated EBITDA.
FOR ENQUIRIES: Alvaro Delso, CFO: +34-91-449-30-00 Alejandra Lwoff, Head of Investor Relations: +34-91-449-30-00 Guillermo Lancha, Investor Relations: +34-91-449-30-00
This announcement and the information contained herein are 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 not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement does not constitute a prospectus. Any decision to purchase any Shares in the proposed Offering should be made solely on the basis of the information to be contained in the Folleto Informativo to be approved by the CNMV and published in relation to the Offering.
This announcement may only be addressed to and directed at persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto including Directive 2010/73/EU to the extent and in the manner implemented in the relevant EEA member state) and any relevant implementing measure in the relevant member state of the EEA ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed to and directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons.
Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent registration under or an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. In particular, this announcement is not for publication, release, disclosure or distribution, directly or indirectly, in, and, subject to certain limited exceptions (i) may not be taken or transmitted into the United States, or in Canada, Japan or Australia, and (ii) may not be copied, forwarded, distributed or transmitted in or into the United States, Canada, Japan or any other jurisdiction where to do so would be unlawful. The Shares will not qualify for distribution under any of the relevant securities laws of Japan, Canada or Australia. The Shares have not been and will not be registered under the applicable securities laws of Japan, Canada or Australia and, subject to certain exemptions, may not, directly or indirectly, be offered or sold in, or for the account or benefit of any national, resident or citizen of, Japan, Canada or Australia. The distribution of this announcement in other jurisdictions may also be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the laws of the United States, Canada, Japan or Australia or any other such jurisdiction.
The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated IPO, each Manager and any controlling entities and/or any of its affiliates, acting as investors for their own accounts may take up Shares and in that capacity may retain, purchase or sell for its own account such Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the IPO. Accordingly, references in any prospectus or offering memorandum, if published, to the Shares being issued, offered or placed should be read as including any issue, offering or placement of such Shares to the Managers and any relevant affiliate acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This document and the materials referred to herein contain financial information regarding the businesses and assets of the Company. Such financial information may not have been audited, reviewed or verified by any independent accounting firm. The inclusion of such financial information in this document should not be regarded as a representation or warranty by the Company, any of the Managers, any of their respective affiliates, advisors or representatives or any other person as to the accuracy or completeness of such information's portrayal of the financial condition or results of operations of the Company and should not be relied upon when making an investment decision. In addition to historical financial information, this announcement and the materials referred to herein contain forward-looking statements and information relating to the Company that are based on the current beliefs of its management, expectations and projections of future events as well as assumptions made and information currently available to the Company.
This announcement and the materials referred to herein include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "outlook", "would", "should", "could", "will", "plans", "potential", "predicts" and "projects" as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and the materials referred to herein and include statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which the Group operates.
Such forward-looking statements reflect the current views of the Company with respect to future events and are subject to known or unknown risks, uncertainties and assumptions about the Company and its subsidiaries and investments, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections, expectations, estimates or prospects in this announcement and the materials referred to herein should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: changes in general economic, political, governmental and business conditions globally; extensive government regulations in a number of different jurisdictions; exchange and capital controls risks; unexpected adjustments and cancellations of our backlog of unfilled orders; project delays and exceeding budgets; increased competition; exposure to partnership and joint ventures risks; problems with securing future public or private bids; our dependence on the investment policies of supranational entities and public authorities; changes in prices and problems with the supply of raw materials; loss of key personnel; problems with unions; management of exposure to currency and interest rate risks; delays or defaults in client payments; insufficient insurance coverage and increases in insurance cost; changes and delays in obtaining or renewing licenses, authorizations and permits for projects or non-compliance with their terms; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of our plants; security breaches, interruptions, errors or inappropriate use of our information technology systems; changes in technology and industry standards; decreases in the funds allocated to civil engineering projects; cancellation of private sector projects; failure to meet contractual deadlines; increases in civil and criminal litigation proceedings; inability to acquire or maintain the commercial guarantees necessary to complete our ongoing projects or to obtain new contracts; changes to vehicle traffic and usage volume of our highway concessions; obtaining government subsidies; changes to meteorological conditions; changes in regional, national and international policies supporting renewable energies; our compliance with restrictive debt covenants; our substantial indebtedness; our ability to generate cash to service our indebtedness changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or targeted. No representation or warranty is made that any forward-looking statement will come to pass. No one intends, or assumes any obligations, to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. As a result of these risks, uncertainties and assumptions, you should therefore not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
The information, opinions and forward-looking statements contained in this release and the materials referred to herein speak only as at its date and are subject to change without notice.
This announcement and the materials referred to herein include certain non-GAAP (Generally Accepted Accounting Principles) financial measures which have not been subject to a financial audit for any period.
No reliance may be placed for any purpose whatsoever on the information contained in this announcement and the materials referred to herein or any verbal discussion thereof, and such information may not be complete or accurate. None of the Company or Managers nor any of their respective directors, officers, employees, agents or advisers accepts any responsibility whatsoever nor makes any representation or warranty, express or implied, for the contents of this announcement and the materials referred to herein including its fairness, accuracy, completeness or verification or for any other statement made or purported to be made by any of the Company or the Managers or any of their respective directors, officers, employees, agents or advisers, or on behalf of any of them, in connection with the Company, the Shares or the Offering and nothing in this announcement and the materials referred to herein shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of the Company and the Managers and their respective directors, officers, employees, agents or advisers accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise which any of them might otherwise have for any direct or consequential loss, damages, costs or prejudices whatsoever arising from the use of the announcement or its contents or otherwise arising in connection with the announcement and the materials referred to herein or any such statement.
The information contained herein does not constitute investment, legal, accounting, regulatory, taxation, financial or other advice and the Information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for forming your own opinions and conclusions on such matters and for making your own independent assessment of the information. You are solely responsible for seeking independent professional advice in relation to the Information. Investors and prospective investors in the securities of the issuer mentioned herein are required to make their own independent investigation and appraisal of the business and financial condition of the issuer and the nature of the securities.
In connection with the IPO, a stabilisation manager (or its agents) acting on behalf of itself and the Managers may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Regulation (EC) No 2273/2003), over-allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Shares on the Spanish Stock Exchanges and will end no later than 30 days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilising manager to enter into such transactions. All such stabilisation shall be conducted in accordance with applicable laws and regulations (in particular, the rules concerning public disclosure and trade reporting to the CNMV).