April 8th, 2003 , Barcelona
Acesa approves the merger with Aurea and becomes Abertis Infraestructuras
The Acesa Infraestructuras Shareholders’ General Meeting today approved the accounts for 2002, the directors’ reports and the merger plan with Aurea, Concesiones de Infraestructuras.
The Meeting also approved the distribution of a final dividend of €0.223 per share (gross), which is in addition to the €0.24 per share (gross) distributed in October 2002. This final dividend shall be paid out to shareholders from 16 April. In total, dividends totalling €156,076 thousand have been paid out from the profit for 2002.
The new company created as a result of the merger, which takes the name abertis infraestructuras, becomes Spain’s leading private transport and communications infrastructure management corporation. In pan-European terms, Abertis will be the largest operator in terms of net assets, the second in terms of stock market capitalisation and profits and the third in terms of kilometres of motorways under management.
The merger with Aurea (which will be completed upon expiration of the deadlines established by law and finalisation of the procedures before the Spanish Stock Exchange Commission), the integration of Iberpistas with the group (following the successful bid in 2002), the level of investments carried out in the year (totalling €1,300 million) and, in general, growth in activity in all business areas, were the central topics of the addresses given by the Chairman, Isidre Fainé and the Managing Director, Salvador Alemany.
The Chairman explained to shareholders the strategic ideas underlying the investment policy of the Acesa Group over 2002 and concluded by stressing the need to configure a “larger” business organisation to carry out large-scale projects with “European impact” in the light of a potential market offering new business opportunities.
As far as business activities are concerned, Managing Director Salvador Alemany explained the Group’s results, which saw a 13.6% rise in profits, thanks to growth in activity in all business areas and the incorporation of Iberpistas in the second half of the year.
He also highlighted the new investments made in the motorway, car parking and logistics area development industries, as well as the strengthening of international strategic alliances with Portugal’s Brisa and Italy’s Autostrade.
Results and areas of activity
In the year ended 31 December 2002, the Acesa Group earned consolidated profits of €195.3 million, an increase of 13.6% over those for 2002. The investments made in the year and the incorporation of Iberpistas into the Group from July 2002 have brought about significant changes to the companies consolidated, and thus figures are not strictly comparable with those of last year.
Group investments totalled €1,300 million, of which 75% (more than €900 million) were made in the motorway industry, in improving the network of roads managed and in the acquisition of stakes in concession-holding companies in the industry. A total of €601 million related to the increase of the stake in Iberpistas (to 98.4%), as a result of the takeover bid for the company.
Turning to investments in stakes in other companies, noteworthy are the increase in the stake in Aucat to 100% and the increase in those in Túnel del Cadí and Autema, to 37.2% and 22.3%, respectively.
The most significant moves in the Group’s presence on the world stage were the acquisition of a 10% stake in Portugal’s Brisa for more than €300 million. Brisa has, in turn, become one of Acesa’s core shareholders by means of the purchase of a 5.8% stake. A far as Italy’s Autostrade is concerned, 2003 saw the reinforcing of Acesa’s 3.85% stake by the takeover bid launched by Autostrade’s core group of shareholders, which will allow the stake to increase to 8.3%, upon completion of the operations designed together with the takeover bid.
Acesa Infraestructuras Chairman Isidre Fainé highlighted the fact that these strategic international investments, which involve the mutual presence of Chief Executives on the companies’ Boards of Directors, “promote a unified business philosophy, permit the tackling of joint expansion projects and optimize common technological development projects”.
According to Salvador Alemany, in the motorway business, the Acesa Group has interests in “more than 6,000 kilometres, be this through direct management or stakes in other companies”. Investments are made “within a framework of alliances which generate opportunities” and reinforce positions in “consolidated operators which bring the capacity for growth”.
Car parking, logistics and telecommunications infrastructures
During 2002, Saba (the head of the car parking business) saw an 8% in the total number of parking places managed. Saba’s expansion strategy is based mainly in Portugal and Italia, countries which show significant potential for growth in the industry.
The Acesa Group has recently increased its stake in Saba to 99.1%, thus consolidating car parking management as one of the Group’s key business areas, via Spain’s leading, and one of Europe’s largest, groups in the industry.
The Acesa Group has made a decisive leap forward in logistics area development, with the awarding to its subsidiary Acesa Promotora Logística of the construction and management of two key logistics areas: Alava’s Arasur and the Port of Seville’s ZAL (Logistics Activities Area). Acesa Chairman Isidre Fainé underlined the importance of participating in new projects with partners with “deeply local roots”.
Lastly, Tradia’s telecommunications infrastructures activities saw, in 2002, continued expansion in both services provided and the construction of new sites.
THE ACESA/AUREA MERGER
The Shareholders’ General Meeting approved the merger plan with Aurea with effect (for accounting purposes) from 1 January 2003. The merger between the two companies will bring about the creation of a new business group which will be listed on stock exchanges under the new name of abertis, upon expiration of legally-established deadlines, which is forecast to occur in the first half of 2003.
This new listed company will boast more than 75,000 shareholders, a stock market capitalisation of around €6.000 million and an Ibex 35 weighting increased from 1.7% to 2.6%. According to the Acesa Chairman, these figures mean “an increase in share trading volumes and liquidity and the opening up of new possibilities of forming part of other selective European indexes”.
Acesa Infraestructuras’ shares currently form part of the Ibex 35 and the important international indexes Standard & Poor’s Europe 350 and Eurotop 300
The merger is being carried out by means of an exchange of shares, with a ratio of 93 Acesa shares for every 43 in Aurea. These figures include the Acesa scrip issue and the payment of an extraordinary dividend of €1 per share by Aurea.
The merger of Acesa and Aurea gives rise to a new business group with a presence in Spain, Italy, Portugal, Andorra, the United Kingdom, Argentina, Chile, Puerto Rico, Colombia and Morocco.
Chairman Isidre Fainé explained to shareholders that they were witnessing the birth of a “very balanced, efficient group, with a great capacity for generating profits and a clear shareholder remuneration orientation”.
Salvador Alemany, the Acesa Managing Director, noted that the basic strategic principles to be applied by the new group would be a focus on developing and managing mobility and communications infrastructures, a long-term outlook, active participation in management issues and, lastly, visibility and balance in the generation of cash flows from all investments.
Acesa Infraestructuras Chairman Isidre Fainé highlighted the importance which Acesa as always attached to the professional consolidation of its human capital, which in the new business organisation sees a convergence “between those who have been with us from the start and the contribution of newcomers, who join us with the enthusiasm and training required to renew our company”.
He also outlined to shareholders the quality management system applied in group companies and explained that, in the new Abertis, these companies will be integrated “with high levels of quality and under a common culture”.
Isidre Fainé added that the demand for quality “begins at the heart of the group” and that, for two years, it has been implementing a series of measures to ensure good governance: the Internal Conduct Regulations, the Board of Director’s Regulations and the Audit and Control Committee.
The Fundació Castellet del Foix, which will be renamed the fundació abertis, is the Group’s response to the demands of civil society and one the commitments of its social responsibility strategy.
Board of Directors
The Shareholders’ General Meeting also approved the composition of the new Board of Directors, which is made up of 12 directors proposed by Acesa, 7 proposed by Aurea and the Managing Director, Salvador Alemany, appointed in the merger agreement by the Boards of Directors of Acesa Infraestructuras and Aurea, Concesiones de Infraestructuras.
The significant shareholders in abertis are:
abertis: significant shareholders
Grup "la Caixa" (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,10%
Grupo Dragados . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,31%
Altres entitats financeres, accionistes procedents d'Áurea (2) . . . . . . . . . . 7,73%
Caixa d'Estalvis de Catalunya . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,69%
Altres caixes d'estalvis catalanes, accionistes procedents d'Acesa (3) . . . 5,67%
Autostrade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,98%
Brisa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,99%
(1) Caixa de Barcelona Seguros de Vida, SA Seguros y Reaseguros (11,84%); Inversiones Autopistas, SL (50,1% la Caixa, 49,9% Godia) (7,75%); Vidacaixa, SA Seguros y Reaseguros (0,50%).
(2) Banc de València, CAM, Caja Ahorros Murcia, Monts de Pietat i Caixes d'Estalvis de Ronda, Cadis, Almeria, Màlaga i Antequera, Cartera Participaciones Empresariales.
(3) Caixa Girona, Caixa Laietana, Caixa Manlleu, Caixa Manresa, Caixa Penedès, Caixa Tarragona, Caixa Terrassa.