OHLA has renewed the board of directors after sealing the first capital increase of 70 million euros, which includes five new investors in the shareholding: José Elías (Excelsior Times), José Poza (through Key Wolf), Inveready (through The Nimo’s Holding) and Coenersol, on the one hand, and the Mexican Inmobiliaria Coapa Larca (INV), led by Andrés Holzer, on the other. other. All of them have joined the board of directors of the construction company, although some as independents. It forms its governing body, in any case, with a majority of owners.
OHLA has set the number of directors at 10, compared to the nine that existed before the restructuring of its capital. Of them, five are proprietary, one executive and four independent. Until now there were six independents, two executives and one proprietary. The new composition complies with the recommendation of the Code unified good governance of listed companies approved by the National Securities Market Commission (CNMV) as OHLA is a company without a high capitalization. It would not do so if it were an Ibex-35 company or with a capitalization of more than 1,000 million euros, since it is recommended that there be a majority of independents.
OHLA welcomes recommendation 17 of the Good Governance Codewhich states “when the company is not highly capitalized or when, even if it is, it has one shareholder, or several acting in concert, who control more than 30% of the share capital, the number of independent directors represents at least one third of the total number of directors”. On the board of the construction company, which is a low capitalization company (around 180 million euros), the number of independent directors therefore exceeds the third provided for in the Code.
The company has ‘dressed’ two directors who represent two of the group’s new investors as independent. Josep Maria Echarri and Antonio Almansa are directors of Inveready and Coenersol, respectively. Despite being part of the so-called Excelsior Consortium with a joint investment of 50 million euros, both have been appointed independent directors. With the law in hand, they meet this condition, since both companies will have less than 3% of the capital. Now, independence could be questioned when both joined forces months ago with Elías and Poza to invest in the company. Echarri, in fact, is a historical partner of both in other business ventures, such as Audax and Atrys, in the case of the first, and Másmóvil, in the second.
From OHLA they explain that “in the analysis of the independence of the directors, the absence of management agreement between said directors has been proven.” Furthermore, they emphasize that “it is considered positive by abundant doctrine for the interests of minority shareholders and the company itself that an independent director has a non-significant shareholding (and as long as it is less than 3%).” Likewise, the company adds, “have moderate participation directly links the director’s interests with the company’s financial results and can reinforce his or her commitment to the company’s objectives“In addition, remember, 3% shareholding is a commonly accepted threshold in good corporate governance regulations to preserve the independence of the director since it is considered low enough to avoid significant influences.”
Elías has been appointed proprietary director and first vice president of OHLA. Poza, for his part, does not personally sit on the board, but his investment vehicle, Key Wolf, has appointed Maricarmen Vicario García, general director of the company, as a representative, with the status of proprietary.
Meanwhile, the Mexicans Luis and Mauricio Amodio, who remain the largest shareholders, leave executive functions and become proprietary shareholders. The first continues as president, while his brother Mauricio has been appointed as second vice president – until now there was only one vice presidency. Weeks ago, OHLA already approved the appointment of the group’s current general director, Tomás Ruiz, as executive director. The Mexican executive has now been appointed CEO and assumes all the executive powers that Luis and Mauricio Amodio encompassed. Until now, the owners of Caabsa occupied three seats, since Luis Amodio Giombini, son of the president, sat on the governing body as a proprietary director, a position he is now leaving.
The fifth proprietary director named is the also Mexican Andrés Holzer, owner of Inmobiliaria Coapa Larca (INV), which has invested 25 million euros in the first capital increase of the Spanish company.
Of the six independent directors that OHLA had, two remain: Reyes Calderón and Francisco García Martín. Therefore, four independents are leaving, some of them who date back their time in the construction company to the time of Juan Miguel Villar Mir, its founder. Thus, Juan Santamera, Carmen de Andrés, César Cañedo-Argüelles and Ximena Caraza have transferred their resignations to facilitate the renewal of the council with which to face the new stage.
After the renewal, of the 10 members of the council, there are only two women. The Good Governance Code recommends that for large capitalization companies, at least 40% be women, so on this point the company would also fail to comply, although it does not concern it. Previously there were three women out of nine.
OHLA has successfully completed the first capital increase by 70 million euros contemplated within its restructuring plan. The new investors who had committed to fully subscribe to the operation have complied and become shareholders of the group.
The share capital of OHLA after the execution of the capital increase without rights amounts to 217,781,145.75 euros, represented by 871,124,583 shares of 0.25 euros par value each, of a single series and class. Of the 70 million, Elías has contributed 27 million euroswhich becomes the owner of 12.39% of OHLA; INV has injected 25 million and takes 11.48%; Poza, 9 million and takes 4.1%; Inveready, 6.3 million (2.89%), and Coenersol 2.7 million (1.24%). For now, the Amodios reduce their position to 17.62% in the shareholding -until now they had almost 26%-.
The second increase with preferential subscription rights, for up to 80 million, involves the putting into circulation of 320 million shares, so that, if fully executed, the share capital would reach 297.78 million, with 1,191.12 million shares. issued. The company will launch this operation presumably in mid-January and the banks are now working to attract managers and funds to support it.
For this second expansion, OHLA has the 26 million committed from Luis and Mauricio Amodio, which will thus counteract the strong dilution. To guarantee the investment of the 26 million, the Mexican brothers will receive all the preferential rights of INV for this increase. (36.7 million shares) and a part of those of the Excelsior Consortium (up to 30 million).
If the expansion is fully completed, The Amodio will now have 21.6%. Meanwhile, Elías will subscribe to shares worth at least three million additional euros, which would keep him 10.1% of the capital; INV would be diluted to 8.4%; Poza would contribute one million to stay at 3.4%; Inveready, 0.7 million (2.3%); and Coenersol, 0.3 million (1%). Therefore, the so-called Excelsior consortium led by Elías will own about 17% after having invested 75 million.
With the 26 million from the Amodio and the additional 5 million from the Excelsior Consortium, the construction company has insured 31 of the 80 million. Furthermore, Elías and his partners also Up to 33 million subscription rights will be transferred free of charge to OHLA employeeswhich would imply the coverage of 8.25 million euros more in the second extension. If the employees attend in this amount, the guaranteed figure would reach 39.25 million.
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