ACCIONA, through its subsidiary ACCIONA Construcción S.A., today announced a takeover bid for 49.91% of the shares of the Polish construction company Mostostal Warszawa S.A., which it does not already own.
ACCIONA is currently the reference shareholder of the Polish company with 50.09% of its share capital.
ACCIONA's takeover bid totals 9,981,267 shares of Mostostal Warszawa held by minority shareholders at a price of PLN3.45 (€0.81) per share. The amount offered represents a 28.7% premium over the volume weighted average price of the last six months.
The subscription period starts on 23 July 2019, and is expected to end on 21 August 2019.
If the takeover bid is successful, ACCIONA plans to delist Mostostal Warszawa from the stock market in order to simplify the group's structure. The company is currently listed on the Warsaw Stock Exchange.
ACCIONA, as reference shareholder of Mostostal Warszawa since 1999, has supported the development and operations of the company. Greater integration within the ACCIONA Group will allow Mostostal Warszawa to strengthen its business strategy and future growth.
Santander Bank Polska-Santander Brokerage Poland has been appointed agent for the transaction.
ACCIONA is a global group that develops and manages sustainable infrastructure solutions, especially in renewable energy. It business spans the entire value chain, from design and construction through to operation and maintenance. ACCIONA’s goal is to lead the transition towards a low carbon economy, bringing technical excellence and innovation to all of its project to design a better planet. With a presence in more than 40 countries and sales of €7.510 billion in 2018, the company is committed to contributing to the economic and social development of the communities in which it operates.
Mostostal Warszawa is one of Poland's leading construction companies. Mostostal Warszawa develops projects in all key sectors of the national infrastructure market. Founded more than 70 years ago, Mostostal Warszawa closed 2018 with a turnover of €182 million.
The tender offer (the “Tender Offer”) for the sale of the shares in Mostostal Warszawa S.A. (the “Company”), a polish joint-stock company, announced by Acciona Construcción S.A. (the “Bidder”), pursuant to article 74 section 1 of the the act of 29 July 2005 on public offerings, the conditions for introducing financial instruments to an organized trading system, and public companies and in compliance with the ordinance of the Minister of Finance of September 14, 2017 on the forms of tender offers to subscribe for the sale or exchange of shares in a public company, the detailed procedures of the announcement thereof, and the conditions for acquiring shares pursuant to such tender offers is conducted based on the tender offer document (the “Tender Offer Document”) which constitutes the sole legally binding document containing information about the Tender Offer.
This release is not the Tender Offer Document and as such does not constitute an offer or invitation to make a sales offer. In particular, this release is not an offer to sell or the solicitation of an offer to buy any securities described herein, and is not an extension of the Tender Offer, in the United States, Canada, Japan, Australia, South Africa or Hong Kong. Investors shall accept the Tender Offer only on the basis of the information provided in the Tender Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to the Tender Offer Document and complying with Polish procedures.
The Tender Offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and, when published, the Tender Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or electronic transmission by way of the Internet or otherwise) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Japan, Australia, South Africa or Hong Kong. The Tender Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within the United States, Canada, Japan, Australia, South Africa or Hong Kong. No holder and any person acting for the account or benefit of a holder in the United States, Canada, Japan, Australia, South Africa or Hong Kong shall be permitted to accept the Tender Offer.
This material is for informational purposes only and shall not be construed as a recommendation regarding any securities of the Company or members of the Company’s capital group. Neither the Bidder nor any of its affiliates, professional advisors or any other related entities shall be held accountable for any damages resulting from the use of this material or part thereof, or its contents or in any other manner in connection with this material.