Street Edison 4
28006, Madrid.
May 26th of 2016
Price Sensitive Information
Dear Sirs,
In compliance of Article 228 of the Consolidated Text of the Securities Market Law, approved by Legislative Royal Decree 4/2015, of October 23, and related provisions, we hereby inform you that in today Group Ezentis, SA ("Ezentis" or the "Company") as continuation of the notice of Price Sensitive Information submitted by the Company on August 30, 2013 (. No. 192341), reports the following:
The acquisition of 4,685% of the share capital of the Chilean company Ezentis Chile,
S.A. (Hereinafter "Ezentis Chile"), formerly Consorcio, Radiotrónica Dominia, Tecnoredes, Comservice, SA, of which the Company already owns the 95.315% of the share capital, for a total amount of USD 937,000, equivalent to about 837,102 euros which will be paid in full by delivering shares of the Company.
The capitalization in the amount of USD 350,000, equivalent to about 314,040 euros, by delivery of shares of the Company, pending the last payment for the purchase of 45%.
For the calculation of the issue price of the shares of the Company, it will be taken the value resulting from the arithmetic mean of the closing prices of the shares of Ezentis in the ninety
sessions of the stock market immediately preceding the fifth day before the call date of the next Annual General Shareholders meeting of Ezentis.
In addition, subscribers have made a commitment that conditions the transfer of shares. Assuming a restriction on the free transferability of the shares of Ezentis, it contitutes a shareholder agreement within the meaning of Article 530 of the Capital Companies Law (hereinafter "LSC"), so one proceeds to since communicate publishing corresponding clauses in accordance with the provisions of Article 531 of the LSC (cfr. Annex I).
Chile Ezentis works in the construction, maintenance and operation of telecommunications, electricity and water sectors. It ended 2015 with a turnover of 55.6 million euros, an EBITDA of 5.6 million euros, a net profit of 2.8 million euros and a portfolio of 69.1 million euros.
The acquisition of Ezentis Chile represents to Ezentis Group a step in the consolidation of the takeover of 100% of its subsidiaries in Latin America, where it continues to focus on a region with very significant growth and significant opportunities for future business, in line with the development of the 2014-2017 Strategic Plan.
ANNEX I CLAUSES THAT RESTRICT OR CONDITION THE FREE TRANSFER OF SHARES"Sellers / Creditors undertake not to transfer the shares of Ezentis Group received until August 1, 2016 and from this date may sell up to 50% until January 1, 2017, a date from which they can freely sell the total amount of their shares.
Sellers / Creditors undertake not to transfer the shares of Ezentis Group, except under the terms and within the limits provided below:
From August 1, 2016, Sellers may sell a maximum 50% of the shares of Ezentis Group received under the provisions of the preceding clause;
from November 1, 2016, Sellers may sell 100% of the shares of Ezentis Group received under the provisions of the preceding clause. "