ICA Announces Clarifying Amendment to US$215 Million Secured Convertible Loan With Fintech
June 28 2016 - 7:15AM
Empresas ICA, S.A.B. de C.V. (BMV:ICA) (NYSE:ICA)
announced today that it entered into an amendment agreement to
clarify the terms of the secured convertible loan agreement (the
"Loan") previously entered into through its subsidiaries
Controladora de Operaciones de Infraestructura, S.A. de C.V.
(“CONOISA”) and ICA Promoción e Infraestructura, S.A.P.I. de C.V.
(“ICAPI”, and together with CONOISA the “Borrowers”), with Fintech
Europe S.A.RL. (“Fintech”), as lender, and ICA acting as
guarantor. The amendment is intended to clarify the original
intention of the parties that the loan also may be convertible into
certificados de participacion ordinaria ("CPOs") or shares
representative of the capital stock of ICA, as the case may be,
representing up to 40% of the then fully-diluted capital stock of
ICA, provided that the conversion option would be effective upon
the receipt of certain regulatory and corporate approvals.
Although the loan might also be convertible into direct
shares of certain of ICA's operational subsidiaries, as previously
disclosed, ICA considers that providing Fintech with a conversion
option at the holding company level allows ICA to avoid the
dilution of its interest in certain of its operational subsidiaries
if Fintech chooses to exercise its option, prior to June 16, 2019,
to convert the Loan at the holding company level or by delivering
shares of ICA's subsidiaries received as payment to ICA against
delivery of CPOs or shares representative of the capital stock of
ICA, as the case may be.
As previously disclosed, the Loan will be used
to fund working capital and other investments required for the
company to participate in new construction and future
infrastructure projects.
This press release contains projections or other
forward-looking statements related to ICA that reflect ICA’s
current expectations or beliefs concerning future events.
Forward-looking statements involve inherent risks and
uncertainties. We caution you that a number of important factors
could cause actual results to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in
such forward-looking statements. These factors include
cancellations of significant construction projects included in
backlog, material changes in the performance or terms of our
concessions, additional costs incurred in projects under
construction, failure to comply with covenants contained in our
debt agreements, developments in legal proceedings, unanticipated
increases in financing and other costs or the inability to obtain
additional debt or equity financing on attractive terms, changes to
our liquidity, economic and political conditions and government
policies in Mexico or elsewhere, changes in capital markets in
general that may affect policies or attitudes towards lending to
Mexico or Mexican companies, changes in inflation rates, exchange
rates, regulatory developments, customer demand, competition and
tax and other laws affecting ICA’s businesses and other factors set
forth in ICA’s most recent filing on Form 20-F and in any filing or
submission ICA has made with the SEC subsequent to its most recent
filing on Form 20-F. All forward-looking statements are based on
information available to ICA on the date hereof, and ICA assumes no
obligation to update such statements.
Empresas ICA, S.A.B. de C.V., carries
out large-scale civil and industrial construction projects and
operates a portfolio of long-term assets, including airports, toll
roads, water systems, and real estate. Founded in 1947, ICA is
listed on the Mexican and New York Stock exchanges.
For more information,
visit http://ir.ica.mx.
Christianne Ibánez
christianne.ibanez@ica.mx
relacion.inversionistas@ica.mx
+(5255) 5272 9991 x 3607
Pablo García
pablo.garcia@ica.mx
Chief Financial Officer
In the US:
Daniel Wilson, Zemi Communications
+(1212) 689 9560
dbmwilson@zemi.com