Sacyr, S.A, a global leader in the infrastructure sector, has announced today the launch of a non pre-emptive share capital increase (the “Capital Increase”), through the issuance of up to 66,670,077 new ordinary shares, representing c.9.6% of its current capital, belonging to the same class and series as the company’s currently outstanding shares (the “New Shares”) in exchange for monetary contribution. The Capital Increase has been approved by the Board of Directors of the company, meeting on 28 February 2024, pursuant to the authorisation granted by the Ordinary General Shareholders Meeting held on 15 June 2023.
The Capital Increase will be carried out through a private placement by means of an accelerated book-building offering that will be exclusively directed to qualified investors (the “ABB Process”). J.P. Morgan and Société Générale will act as Joint Global Coordinators and Joint Bookrunners together with Banco Santander, S.A. and CaixaBank, S.A. as Joint Bookrunners (together, the "Joint Bookrunners”).
Books will be open from now and are expected to close no later than 08:00 a.m. (C.E.S.T.) on 24 May 2024, when final results of the ABB Process, including the issue price and number of New Shares, will be announced to the public.
The company intends to use the net proceeds of the Capital Increase to fund its growth in the concessions sector through developing its recently awarded concession projects (such as the Peripheral Beltway in Peru, the I10 highway in the U.S.A., the Via del Mare and the A21 in Italy) and other new concession projects that Sacyr could be awarded in the short term.
The pipeline of opportunities (consistent with company’s strategy and track record) is mainly focused on greenfield, long-term projects with limited or no demand risk and on hard currency English speaking countries and home markets. These opportunities will be evaluated to maintain the successful investment track record of the company in infra projects with annual equity returns in the range of 18% to 20%.
Placement agreements
The company has entered into a placement agreement with the Joint Bookrunners containing customary terms and conditions for this type of transaction. The company will be subject to a lock-up undertaking of 180 days from the date of the placement agreement, subject to market standard exceptions (including the issue of shares under any scrip dividend programme).
The New Shares are expected to be admitted to trading on the Spanish Stock Exchanges of Madrid, Barcelona, Bilbao and Valencia (the “Spanish Stock Exchanges”) on 24 May 2024, and to start trading on 27 May 2024.
The New Shares will be transferred to the relevant investors through the corresponding stock exchange transactions, which will be settled in accordance with the procedures established by Iberclear for this type of transactions on or around 28 May 2024.The New Shares will grant their holders the same rights as those granted to the holders of the outstanding shares of the company and will be registered in the book-entry records maintained by Iberclear.
Neither the offering nor the admission of the New Shares to listing require the registration and approval of a prospectus by the CNMV pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
The New Shares will only be offered to qualified investors, that is: (i) in any Member State of the European Economic Area, as provided for in article 2(e) of the Prospectus Regulation; and (ii) in other countries outside the European Union where the placement is carried out, to those who hold the status of qualified investors or equivalent category in accordance with the applicable regulations in each jurisdiction and taking into account the remaining requirements to exclude the registration or approval of the Capital Increase by the competent authorities.
Manuel Manrique, Chairman, CEO and co-founder of Sacyr, holding approximately 1.2% of the share capital of the company, and José Manuel Loureda, Proprietary Director and co-founder of Sacyr, holding indirectly approximately 7.3% have indicated their interest in participating in the Capital Increase for an amount equal to €2mm and €6mm, respectively, at the price derived from the ABB Process. Following participation on the Capital Increase, both shareholders will be subject to a lock-up undertaking of 90 days from the closing of the Capital Increase.
In addition, Nortia Capital, holding indirectly approximately 5.08% of the share capital, have indicated their interest in participating in the Capital Increase, at the price derived from the ABB Process, for the amount of shares necessary to maintain its current shareholding stake.
Acceleration of growth
The capital increase launched today will serve to support the planned growth to reach an invested equity of 2.6 billion euros by 2027, 60% above current invested equity. By 2027, the company is expected to have 30 billion euros in investments under management, 50% more than at the end of last year.
Furthermore, the Capital Increase is expected to create value for the shareholders of Sacyr and to maintain a prudent capital structure with financial flexibility to cover in advance future needs for funding contributions to projects.
Sacyr will maintain the strict financial discipline to which it has been committed for years. The company maintains its objective to obtain an “investment grade” rating over the 2024-2027 period.
