Budimex.pl

Current report no 42 / 2019

Date: July 2, 2019 1:16 PM

Conclusion of the Agreement on the purchase of 51% of the shares of FBSerwis S.A.

In relation to current reports No 73/2018 of 11 December 2018, 40/2019 of 2 July 2019 and 41/2019 of 2 July 2019, the management Board of Budimex SA (“Budimex”) announces that on 2 July 2019. Budimex concluded an Agreement on the purchase of 89,760 shares (“Shares”) of FBSerwis S. A. (“Agreement”), with its registered office in Warsaw, entered in the register of entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register under the KRS No 0000421036 (“FBSerwis”), constituting 51% share in the share capital of FBSerwis and having a nominal value of PLN 500.00 per share, giving the right to exercise 89,760 votes at a general shareholders’ meeting, i.e. giving 51% of votes at the meeting, for PLN 98,500,000.00 (“Price”) from Ferrovial Services International SE with its registered office in Amsterdam, the Netherlands („FSI”).

 

The Agreement was concluded under the following conditions precedent (“Conditions Precedent”):

(i) FBSerwis shall obtain the consent of the financing institutions for the change of the entity controlling the company,

(ii) FBSerwis shall account and settle the amounts due to FSI or its Affiliates for the services provided in the period preceding the transaction.

The Agreement shall expire if the aforementioned conditions are not met by 31 July 2019, unless the parties agree in writing to extend the time limit.

 

The ownership of the shares of FBSerwis will be transferred to Budimex under the dispositive agreement (which shall be concluded after the fulfilment of the Conditions Precedent) and after Budimex makes an irrevocable order for the transfer of the Price and after transferring ownership of the multiple-share certificates (“transaction closing”).

 

Since the purchase of shares of FBSerwis is made within the Ferrovial Group, the conclusion of the Agreement and its implementation does not require the consent for concentration from the President of the Office of Competition and Consumer Protection.

 

In addition, in the Agreement, Budimex undertook to ensure that FBSerwis returns to FSI and its Affiliates the amount of loans in the total amount of PLN 77,152,023.81 at the date of signing the dispositive agreement.

 

The remaining terms and conditions of the agreement do not vary from the market conditions for such transactions.

 

Currently, Budimex owns the shares of FBSerwis constituting 49% of the share capital of FBSerwis. In the case of closing the purchase of the shares of FBSerwis, Budimex will be the owner of all the shares of FBSerwis, constituting 100% of the share capital of FBSerwis and entitling to exercise 100% of votes at the General Meeting of FBSerwis.

 

The purchase of the shares of FBSerwis will be financed with own funds of Budimex.

 

The purchase of FBSerwis shares and taking the control over the company is of a long-term nature and falls within the implementation of the development strategy of the Budimex Group which is based on building value for shareholders through the diversification of construction activities and the development of service business.

 

FBSerwis was founded in 2012 as a joint venture of Ferrovial Services (Ferrovial Group service division) and Budimex. The object of FBSerwis activities is the services of technical maintenance and modernisation of buildings and industrial buildings, upkeep of road and urban infrastructure and waste management, as well as activities in the field of energy efficiency. In the recent years, the company has developed both organically and through acquisition of other entities. The consolidated revenue of the FBSerwis Group for 2018 amounted to PLN 370 million. The group generated EBITDA of PLN 49 million and operating profit (EBIT) of PLN 14 million.

 

Since the acquisition of 51% of the shares of FBSerwis, Budimex will start the consolidation of the results of the FBSerwis Group according to the full method.

 

Budimex and FSI are affiliated entities belonging to the same group of companies (Ferrovial Group). The dominant entity of Ferrovial Group is Ferrovial S. A. with its registered office in Madrid, Spain, which indirectly holds 55.14% share in the share capital of Budimex and indirectly holds 100% share in the share capital of FSI.

 

Since the purchase of the shares of FBSerwis is concluded between affiliated entities, Budimex, guided by the principle of transparency, decided to appoint an independent expert, PwC Advisory spółka z ograniczoną odpowiedzialnością sp.k., to obtain a fairness opinion on the financial terms of the transaction. Prior to the conclusion of the Agreement, Budimex obtained a favourable opinion of the expert, enclosed with this current report.

 

The value of the contract, considered as the Price together with a commitment to guarantee the repayment of loans by FBSerwis, exceeds the threshold of PLN 147,743 thousand net.

 

+ enclosure Fairness opinion PL 01.07.2019

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Shareholdership structure as on 18.06.2020

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