Juan Roig’s son-in-law and Mexican Andres Holzer offer admission to OHLA
Brothers Luis and Mauricio Amodio have received two offers from two new investors to participate in OHLA. They are Atitlan, an investment firm run by Roberto Centeno, son-in-law of Mercadona President Juan Roig, and Mexican businessman Andrés Holzer through his company Inmobiliaria Coapa Larca (INV). Both have submitted offers to participate in a €100 million capital increase with preferential subscription rights for current shareholders, which the construction company has announced it will implement in the near future – once it has been approved at an extraordinary general meeting. Neither of the two offers received individually would exceed the 30% threshold that would require the formulation of a public acquisition offer (takeover bid). The Company is currently analyzing and evaluating both offers, but has not yet accepted either one.
Atitlan Grupo Empresarial proposed to enter into the capital of OHLA by, on the one hand, increasing the capital without the right of pre-emptive subscription by an effective value (nominal plus share premium) of 75 million euros, and on the other by increasing the capital with a preferential right of subscription by 75 million, by which he would sign in the part that proportionally corresponds to him. Validity This non-binding offer expires on July 5, 2024.
The offer would mean that Atitlan would become the first shareholder in OHLA, overtaking the Amodio brothers, who own 25.96% of the construction group’s capital and have committed to contribute to the capital increase. However, Atitlan’s stake would not exceed 30% in any case, so it would not be obliged to submit a takeover bid.
In its turn, Coapa Larca Real Estate (INV) has committed to providing EUR 25 million in capital increase. In the event that INV fails to subscribe to the insured amount due to subscription to the increase among the current shareholders, it proposes to approve another increase without the right of preferential subscription at the same issue price as the initial capital increase, for an effective value equal to the insured amount and the unsubscribed amount will increase to EUR 25 million.
INV is owned by Andres Holzer Neumann, a Mexican businessman who You have had business relationships in the past. with the Amodio brothers, also Mexicans. According to public records, Holzer, Luis and Mauricio Amodio appear as representatives of the company Inversiones Amilena INC.
After being informed by the National Securities Market Commission (CNMV) of the existence of both proposals, OHLA shares rose on the stock market by more than 4% after losing 12.45% this Thursday. The company’s capitalization exceeds 192 million euros.
OHLA confirmed on Wednesday that it will carry out a 100 million euro capital increase with preferential subscription rights aimed at strengthening its capital and financial structure so that it can amortize a significant part of its existing debt through bonds with a balance of more than 400 million euros due in March 2025 and 2026. The main shareholders of the construction group are the Mexican brothers Luis and Mauricio Amodiohave committed to subscribe for subscription rights to maintain their current participation of 25.96%, as elEconomista.es reported in May last year.
The Board of Directors of OHLA decided to increase the share capital by an effective amount (nominal plus share premium) of 100 million euros through cash contributions, recognizing the right of first refusal addressed to all shareholders of the company. To sign up for it, Mexican businessmen will have to contribute $26 million. Between 2020 and 2021, the Amodios family paid out 87.4 million euros. acquire 25.96% of the capital.
The transaction must be approved at an extraordinary general meeting to be convened after the ordinary meeting at which will take place this Friday. It is then that the OHLA board will decide on how the date of the capital increase will be determined; the type of placement of new shares to be issued and placed into circulation as a result of the increase and the terms of the placement; the exchange ratio for the exercise of pre-emptive subscription rights and the specific terms of the pre-emptive subscription period, as well as, if applicable, the period of additional distribution and the period of discretionary distribution. The proposal received from Atitlan would constitute a reinterpretation of the original terms agreed upon by the board of directors, since it involves a capital increase without pre-emptive subscription rights.
OHLA’s main creditors, such as Santander, CaixaBank, Sabadell, Crédit Agricole and Société Générale, have put pressure on the listed company in recent months. strengthen their solvency The next payments are due on the bonds that the company issued for 487 million euros in 2021 to refinance two existing issues. At the end of 2023, its outstanding balance was $417 million. The bonds are divided into two tranches of 50% with maturities on March 31, 2025 and 2026.
In exchange for the capital increase, the construction company is demanding that the banks release the unaffordable deposit, or at least part of the €174 million they hold as collateral under a guarantee line worth up to €354.4 million. OHLA also asked that the line be extended until October, the newspaper reported.
“The capital increase will create a stable capital and financial structure for the OHLA group and create value for shareholders,” the company said this week. The company therefore believes it will complete the financial restructuring it has been working on in recent years and the management team will be able to fully focus on executing the group’s business plan. In 2024 OHLA expects to end the year with sales of 3.8 billion euros. gross operating result (EBITDA) 145 million and contract 4,100 million.
This capital increase will be in addition to the company’s operational transformation and the announced sale of non-strategic assets: the University Hospital Center of Montreal (CHUM), the Canalejas Center in Madrid and its services subsidiary Ingesan. As for CHUM, that same June the company announced that it had reached an agreement to sell its 25% stake in CHUM to John Laing Health Montreal Limited for nearly $55 million, an amount that would be used to reduce debt in the form of bonuses. . For its part, the company continues to work on the sale of Ingesan and its 50% stake in Canalejas in order to maximize its value.