• CVC will acquire 29.99% of the capital once it buys the shares of Bankia (16.5%), BMN (4.85%) and part of those of Dcoop (8.64%).
• The agreement includes the refinancing of the group's current debt with a new financial package with an average maturity of 7 bullet years.
• The fund will launch an OPA aimed at 100% of the capital, thus offering minority shareholders the same price conditions as those given to certain significant shareholders (0.38%/ per share).
Madrid, 25 April 2014. - Deoleo, CVC Capital Partners (via its company Ole Investments B.V.) and other significant group shareholders have signed the final and binding agreement for the financial restructuring and the restructuring of shareholders of the company.
In accordance with this agreement, CVC will acquire 29.99% of the group's capital when it buys all of Bankia's (16.5%) and Banco Mare Nostrum's (4.85%) shares and part of Dcoop's (8.64%) at 0.38 euro per share. These transactions will be subject to compliance with the regulatory conditions that are applicable to Bankia and Banco Mare Nostrum, in accordance with current regulations.
Approved in Annual General Shareholders' Meeting
Similarly, it will be proposed at the group Annual General Shareholders' Meeting, which must be held no later than 30 June this year, to approve the reduction of capital up to 138.6 million euro by reducing the face value of shares to 0.12 euro per share, such that each share will have a face value of €0.38. This reduction of capital is intended to compensate losses from previous years and to provide the company with restricted reserves.
Furthermore, at the same meeting, a vote will be held on the amendment of the company's byelaws, with the aim of subjecting certain relevant decisions taken at the general meeting and by the Board of Directors to a qualified majority of 60%.
The main shareholders of Deoleo - Bankia, Banco Mare Nostrum, CaixaBank, CajaSur Banco, Dcoop, Unicaja Banco and Mr Daniel Klein - have pledged that the 54.43% of the social capital that they represent will vote in favour of approving these measures.
Debt refinancing, OPA and capital increase
Once the General Shareholders' Meeting approves these measures and the regulatory conditions affecting the sale of the shares of Bankia and BMN have been fulfilled, they will proceed to the contract of sale of 29.9% of the group in favour of CVC Capital Partners, to refinancing the company's current debt with a new financial package with an average maturity of 7 bullet years and which will be renewable by Deoleo's Board of Directors.
Subsequently CVC Capital Partners will draw up a takeover bid (OPA) for 100% of Deoleo's social capital priced at 0.38 euro per share, thus giving minority shareholders the chance to sell their shares under the same price conditions as those offered to Bankia, BMN and Dcoop.
Once the OPA has been completed, Deoleo's Board of Directors will assess the eventual capital increase to a maximum of 151.3 million euro through the issue of around 398.2 million new shares at a face price of 0.38 euro, without a share premium, with recognition of preferential subscription rights, aimed at reaching the optimum capital structure in order to maximize the value of the company. Should the aforementioned capital increase occur, CVC has pledged liability for subscribing up to 100 million euro if the OPA should close with a positive result.
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