Abengoa Sa · OTC:AGOAF
Abengoa Sa — Merger or Acquisition (August 2012)
25 slides from Abengoa Sa's merger presentation, August 2012
Slide 1: Shareholders Meeting: Transaction Rationale
Innovative Technology Solutions for Sustainability Shareholders Meeting Transaction Rationale August 2012
Slide 2: Forward-looking Statement
Forward-looking Statement This presentation contains forward-looking statements and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and information currently available to Abengoa. Such statements reflect the current views of Abengoa wit
Slide 3: Forward-looking Statement
Forward-looking Statement No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither Abengoa nor any of its shareholders, directo
Slide 4: Top Topics To Be Voted
Top 3 Topics To Be Voted Shares Split 1 A share into 1 A share and 4 B shares 1 B share into 5 B shares Shares Conversion Voluntary conversion periods of A shares into B shares for 5 years B Shares Listing Initiate B share listing process at the Spanish and NY Stock Exchanges 4
Slide 5: Strategy and Business Model
Strategy and Business Model A well grounded business model with a sharp business strategy to continue developing a growth story Business Strategy Business Model 1. Proprietary technology, EPC capabilities and business domain knowledge are the key Operation & Services Technology levers for growth 2.
Slide 6: Value Creation Levers
Value Creation Levers Business evolution from an engineering based company to a technology driven company 2000 2010 2020 Engineering and Technology and Know- Asset-based Company Construction Company how Company No investment High Capex Lower Capex requirements No recurrent revenues High le
Slide 7: Technology Investment
Technology Investment Strong leadership achieved in CSP, water desalination, biofuels and recycling as a consequence of many years developing innovative technology R&D investment in 2011 R&D investment (M€) amounted to 90.6 M€ Total of 190 patents granted and pending 91 69 682 people fully dev
Slide 8: Geographical Footprint
Geographical Footprint Our global footprint provides phenomenal opportunities for growth, while making the business resilient due to its geographical diversification Revenues FY 2001 Revenues FY 2011 1% 74,500 M€ of identified 2% 1% 6% 6% opportunities worldwide in 9% 11% 27% the current pipeline
Slide 9: Concessions
Concessions Integrated Product has proven to be a profitable business with high returns to foster growth EPC margin covers the equity Concessions plan (M€) Committed Uncommitted Capex until Capex until required By 2012 2015 2015 Shareholder’s Total IRR* > 15% Total IRR between 18% and Abengoa
Slide 10: Key Objectives
Key Objectives To successfully implement our strategy, we have identified two major requirements 1 Introduce flexibility in the balance sheet Financial flexibility and access Match business origination and funding to debt and equity capital Access to larger and more stable capital markets mark
Slide 11: Transaction Rationale
Transaction Rationale The Split of A shares into B shares in addition to a possible listing in the US will support the long term strategic plan which requires financial flexibility with access to the US capital markets and shall keep the support of a strong shareholder base to overcome global financ
Slide 12: Transaction Structure (I)
Transaction Structure (I) Following the shares split 83.8% of the total shares will be comprised of B shares Type of shares Stock Split A share: 100 Share issuance of 4 new B shares for each Voting rights: existing A and B share B share: 1 1 A Share 1 A Share 4 B Shares 1 B Share 5 B Shares Cu
Slide 13: Side-by-Side Comparison
Side-by-Side Comparison Class B shares have the same economic rights as class A shares as validated by First Reserve through their investment in November 2011 Class A Share Class B Share Nominal Value €1.00 €0.01 per Share Voting Rights per Share 100 1 Same Dividends? Same Liquidation Preference
Slide 14: Transaction Structure (II)
Transaction Structure (II) In a following round shareholders have the option to call for conversion to fully turn A shares into B shares within specific window periods Voluntary Exchange Shareholders seeking liquidity may exchange at their discretion remaining A shares for B shares (1:1 ratio) dur
Slide 15: Transaction Objectives
Transaction Objectives The transaction shall generate additional benefits that make it even more appealing in terms of increased liquidity while protecting minorities shareholders Increase liquidity Listing of B shares Additional liquidity in B shares upon voluntary conversion of As to Bs In
Slide 16: Minorities Protection
Minorities Protection The minorities have full power to approve the transaction, setting a unique precedent in this kind of transactions Approval process supported by best corporate governance practices Abengoa’s Board of Directors appointed a special committee formed by independent board members
Slide 17: Minorities Protection
Minorities Protection Abengoa will amend its bylaws to provide minority shareholders of B shares the new rights Minority Rights Current Post-Split Right to call an EGM and include topics 5% of the total number of 5% of the voting power for discussion in the Agenda A and/or B shares Right to contest
Slide 18: Final Conclusions
Final Conclusions An approval that paves the way for an ambitious long term growth plan 1 2 Landmark in Increase corporate financial governance flexibility 3 4 Guarantee Possible NYSE shareholders listing stability 18
Slide 19: Appendix
ABENGOA sent Appendix 19
Slide 20: Transaction Background: Key Events
Transaction Background: Key Events Apr 2011 New class B shares (limited voting rights) are approved in Abengoa’s GSM First Reserve, the premier global energy-focused investment firm, validates the class B Sep 2011 shares by subscribing a €300m capital increase in class B shares Abengoa creates a Spe
Slide 21: Debt Maturity Profile
Debt Maturity Profile No significant maturities in the next 24 months Corporate Debt Maturity Profile (M€) 2,743 1,297 912 930 875 682 534 456 506 250 357 197 200 615 625 155 184 424 337 256 173 Liquidity Rest of 2012 2013 2014 2015 2016 2017 Subsequent Syndicated Loans Convertible Bonds Other Corp.
Slide 22: Long Term Founder-led Approach
Long Term Founder-led Approach Inversión Corporativa’s controlling stake since Abengoa’s inception, together with an efficient and strong management team has allowed Abengoa to historically achieve constant and attractive returns for its shareholders Stable Core Shareholder Base. Inversión Corporati
Slide 23: Comparison vs. Recent Split Transactions
Comparison vs. Recent Split Transactions Strong protection for minorities makes the transaction significantly more appealing than other recent stock splits Split - Apr 2012 Stock Dividend – Dec 2011 Split - 2012 Favourable Vote of Special Majority at the EMG Controlling Shareholder Opt
Slide 24: Low Voting B Shares Are Commonly Accepted
Low Voting B Shares Are Commonly Accepted Within international markets, there are several structures which enable new investors to acquire economic rights while strategic investors maintain control Country Companies Sweden Finland Spain Denmark US Germany Brazil 24
Slide 25: Thank you!
Innovative Technology Solutions for Sustainability ABENGOA Thank you!