Sacyr, S.A., a global leader in the infrastructure sector, has announced today the pricing and closing of its c. €222mm non-preemptive share capital increase announced yesterday evening (the “Capital Increase”) following completion of the accelerated book-building offering, which was carried out by J.P. Morgan and Société Générale as Joint Global Coordinators and Joint Bookrunners together with Banco Santander, S.A. and CaixaBank, S.A. as Joint Bookrunners.
As a result of the Capital Increase, the company has raised a total aggregate amount (including nominal amount and share issue premium) of €222,011,356.41 through the issuance of 66,670,077 new ordinary shares of the company belonging to the same class and series as the outstanding shares (the “New Shares”). The nominal amount of the Capital Increase has amounted to €66,670,077.00 and the New Shares will be issued at a price of €3.33 per New Share (of which €1 corresponds to the nominal amount and €2.33 to the share issue premium), representing a discount of 8.67% over the last available trading price of the shares of the company (i.e., €3.646 as of 23 May 2024).
The New Shares represent approximately 9.6% of the company’s share capital before the Share Capital Increase and approximately 8.7% of its share capital thereafter.
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 subscribed 600,600 and 1,801,801 New Shares in the Capital Increase, respectively. 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 subscribed 3,390,000 New Shares in the Capital Increase.
The New Shares are expected to be admitted to trading on the Spanish Stock Exchanges on 24 May 2024 and to start trading on 27 May 2024. The settlement of the stock exchange transactions for the delivery of the New Shares to investors is expected to take place on or around 28 May 2024.
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%.
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).
Acceleration of growth
The capital increase 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.
