Abengoa announces the convening of an EGM to approve its rights issue; new strategic measures to include yieldco stake sale
Abengoa, S.A. (“Abengoa”), in compliance with the provisions of article 82 of the Securities Market Act, hereby notifies the following
Significant Event
Abengoa has announced today that the Board of Directors of the Company has approved the convening of an Extraordinary General Shareholders’ Meeting, which is expected to take place on 10 October 2015, to approve a capital increase of at least EUR 650m by way of a rights issue of new Abengoa Class A and Class B shares.
The agenda of the Extraordinary General Shareholders’ Meeting comprises other items relating to the measures discussed below, including the reduction of the number of directors to 13, the approval of restrictions on the new capital
expenditure commitments and the creation of the Investment Committee.
A group of banks and two of the main shareholders have committed to underwrite and/or subscribe in the equity raise for an aggregate of EUR 650m. HSBC, Banco Santander and Credit Agricole CIB have entered into an agreement
with the Company pursuant to which they have undertaken to underwrite EUR 465m in Class B shares to be issued in the capital increase, subject to certain conditions being met, including, among others, obtainment of regulatory and
shareholder approvals, completion of ongoing financial and other due diligence, entry into a definitive underwriting agreement and satisfaction of the shareholders’ subscription commitments. Inversión Corporativa I.C., S.A. (“I.C.”), has irrevocably committed to invest a minimum of EUR 120m of new money in new Class A and Class B shares to be issued under the rights issue, while Waddell & Reed Investment Management has committed, on behalf of certain of its affiliated funds, to subscribe for EUR 65mof new Class B shares in the rights issue.
In addition, the Board of Directors has approved a package of strategic measures, which will be adapted following the execution of the plan, aimed at reducing corporate leverage, improving the liquidity position of the Company and strengthening its corporate governance. The main elements to be implemented under this plan include the following:
1. Debt reduction will be a key objective of the Company.
The Company expects to prepay EUR 375m of the 2016 bond before yearend. Moreover, proceeds from the combination of the rest of measures outlined below will be used to further reduce debt and improve our liquidity
position, in addition to fund our existing capex commitments in the second half of 2015 and 2016.
The focus of the debt reduction will be on short-term maturities as the Company seeks to re-balance the maturity profile of its liabilities.
2. Reinforcement of the current asset disposal program to raise at least approximately EUR 1.2bn by YE 2016, including:
Either the monetization of some or all of Abengoa’s economic rights or the sale through a private process of some or all of Abengoa’s interest in Abengoa Yield, while keeping the existing ROFO (“Right of First Offer”) agreement in place.
The previously announced EUR 500m asset divestment plan has already been launched, with 50% of proceeds expected in Q4 2015 and 50% in Q1 2016. The plan includes the sale of a diverse list of assets including gas fired plants, solar plants, biofuel and other concessions.
In addition, Abengoa expects to divest EUR 300m in assets during 2016 as part of its asset rotation strategy.
3. Adoption of capex limitations and creation of the Investment Committee.
New equity capex commitments (on top of the current committed equity capex) will be limited to a maximum of EUR 50m per annum until the Company achieves a credit rating of “BB-“ from S&P or “Ba3” from Moody’s or the Company’s leverage ratio of gross corporate debt, including nonrecourse debt in process (“NRDP”), to corporate Ebitda falls below 3.5x.
The Company´s current expected committed equity capex, net of partners´ contributions, represent approximately EUR 384m in the second half of 2015, approximately EUR 517m in 2016 and approximately EUR 248m in 2017.
A new Investment Committee will be created, formed by a majority of independent directors, in charge of, among other matters, approving all new capex investments, controlling and monitoring compliance of capex with these new investment guidelines and limitations in order to maintain target leverage ratios, and overseeing the Company’s leverage and dividend policy.
4. Amendment of the Company’s dividend policy.
Until the Company achieves a credit rating of “BB-“ from S&P or “Ba3” from Moody’s or the Company’s leverage ratio of gross corporate debt (including non-recourse debt in process) to corporate Ebitda falls below 3.5x, the Company has agreed to change its current dividend policy and suspend the payment of a dividend.
5. Reinforcement of corporate governance.
I.C. has committed to limit its direct and indirect aggregate voting rights to 40% following completion of the rights issue, regardless of the voting rights it would otherwise be entitled to based on its shareholding.
The Board of Directors will reflect this new voting rights structure by way of reducing the number of directors to 13 and the number of directors appointed by I.C. to 5, while there will continue to be 6 independent directors.
Two new independent directors with a strong financial and global business background will be appointed to the Board.
As indicated above, a new Investment Committee will be created with the responsibility to approve and monitor all capex investments, among other things.
6. Finally, the Board of Directors has decided to appoint Felipe Benjumea as Honorary Chairman and José Dominguez as his replacement as Non Executive Chairman. After 25 years with Felipe Benjumea as Chairman, Abengoa starts a
new era with the plan and changes we are announcing today.