The Amodios family reserves the trump card of the shareholders’ meeting to stop Atitlan in OHLA.

This Friday, July 5, the non-binding offer that Atitlán presented last week to enter the capital of OHLA expires as a result of a capital increase of 75 million euros without subscription rights for current shareholders and the subsequent execution of another increase of 75 million with subscription rights. The offer comes after the construction company’s board of directors agreed to submit to shareholders’ approval at an extraordinary general meeting, which has not yet been convened, a capital increase of 100 million euros with subscription rights and with the support of the group’s main shareholders, the Mexican brothers Luis and Mauricio Amodio, who hold 25.96% (26 million euros), and allegedly the businessman, also Mexican, Andrés Holzer (25 million). The board of directors must make a statement and decide which of the options proposed is, in its opinion, the most convenient for the company.

Atitlanheaded by Roberto Centeno (son-in-law of Juan Roig, president of Mercadona), enjoys the support of Stone Shieldmanager they lead Felipe Morenes (son of Ana Botin, president of Banco Santander) and Juan Pepa to fulfill their offer, which would have involved injecting 150 million into OHLA, which is more than the amount proposed by Amodio (100 million). However, Atitlan’s approach involves a strong dilution of current shareholders. including Amodio, while the expansion agreed by the board two weeks ago gives them the opportunity to maintain their positions in exchange, of course, for new investment in the group.

Amodius They have insured half of the expansion with almost 26 million that they will contribute (which will help them remain the largest shareholders) and 25 million allocated by Holzer, who will thus enter into the capital of OHLA. This Thursday, the Mexican businessmen left the door open to new investors. Among those who negotiated are the Portuguese RCP and the Spaniard José Elias. If this is not achieved, the success of the operation will depend on the support of minority shareholders, who constitute the majority (the only investor with a share of more than 3% is Amodio). They will have to contribute more than 49 million. A difficult task due to the extreme atomization of capital, but not impossible. It is not for nothing that in the 2021 extension of 35 million, 98.13% was covered during the preferential subscription period, and the rest during the additional placement period.

Both proposals are in any case aimed at taking advantage of COOL so that I could meet bonus over 400 million euros, the first maturity of which, for an amount of over 200 million, is set for March 2025. To amortize it, the company must also release to the bank at least 100 million euros, which it has on unavailable deposit as collateral for the guarantees and with a sale plan that includes a hospital in Montreal (Canada), already agreed for 55 million, and 50% of the Canalejas Center in Madrid.

So the ball is now in the OHLA board.consisting of nine members. The Amodios family holds three seats: Luis and Mauricio as directors and the president’s son Luis Amodio Giombini as owner, while the remaining six correspond to independent candidates Francisco García, Reyes Calderón, César Cañedo-Argüelles, Juan Santamera, Jimena Caraza and Carmen da Andrés.

However, your decision will still have to be supported at an extraordinary meeting – it must be called at least 30 days in advance – and it is at this meeting, assuming that the independent directors will position themselves in favor of Atitlan’s proposal, The Amodios have a bullet in the chamber. This is what provides them in the capital it is 25.96%. At the last meetings of the construction company, this percentage was more than enough to dictate the outcome of the vote, since the participation of the remaining shareholders was residual. Without going into details, the meeting of June 28, held electronically, barely reached the quorum of 29.6%. That is, apart from Amodios, only 3.6% of the share capital participated. In 2023 it was 32.67%, in 2022 36.86% – there was also Grupo Villar Mir (GVM) with 7% – in the normal 2021 31.64% – Amodio then had 16% – and in the extraordinary elections of the same year, the year in which two capital increases were approved, 30.34%.

Thus, Amodio will apparently be able to reject Atitlan’s offer.. And likewise, if the council supports this, they will be able to easily approve the expansion they are pushing for.