FCC will bring to its board the distribution of a flexible dividend of 283 million and its partial spin-off

May 16. () –

FCC will take to its ordinary general meeting of shareholders, which will be held on June 27 on first call or on June 28 on second call, the distribution of a flexible dividend of more than 283.4 million euros, equivalent to an amount per share of 0.65 euros.

This dividend may be distributed by offering newly issued bonus shares of the company to all FCC shareholders, which would be implemented through the corresponding capital increase, or, where appropriate, obtaining cash through the transfer of the free allocation rights that they receive for the shares they own, at a guaranteed fixed price of 0.65 euros per right.

This was approved this Thursday by the board of directors of FCC, which has also notified the National Securities Market Commission (CNMV) that it will propose to the board the partial financial split of FCC, as a spun-off company, in favor of Inmocemento, a company beneficiary wholly owned by FCC.

By virtue of this split, FCC will transfer to Inmocemento two economic units consisting of the first in all of the shares of FCYC, owned by FCC, and the second in all of the shares of Cementos Portland Valderrivas, owned by FCC, linking the split partial financial approval to the admission to trading of Inmocemento shares on the Madrid, Barcelona, ​​Bilbao and Valencia Stock Exchanges.

FCC shareholders will be assigned, as a single act for the execution of the partial spin-off, a number of shares issued by Inmocemento identical to the number of shares they own in FCC, through the capital increase that will lead to out Inmocemento within the framework of the partial spin-off.

In relation to the above, prior to and simultaneously with the aforementioned capital increase of Inmocemento, it will reduce its share capital to zero, so that FCC shareholders will receive, by virtue of the partial spin-off, a number of Inmocemento shares equal to the number of shares they own in the company.

As a result of the partial spin-off, FCC will reduce its freely available reserves by the total amount of the nominal amount and share premium of the share capital increase of Inmocemento, which will amount to more than 1,596 million euros (amount corresponding to the book valuation of FCC of its participations in FCYC and Cementos).

This amount will be disbursed through the transfer in 2 blocks of the Spin-Off Assets to Inmocemento as a result of the partial spin-off. Consequently, the partial spin-off will not entail a reduction in FCC’s capital and, therefore, its share capital will remain unchanged.

For these purposes, the board of directors of FCC and the Sole Administrator of Inmocemento have drafted, approved and signed the mandatory common project of the Partial Spin-Off, which will be submitted to the approval of the ordinary general meeting of shareholders of FCC and to the decision of the sole shareholder of Inmocemento (FCC).

The planned partial split is essentially linked to the admission to trading of Inmocemento shares on the Madrid, Barcelona, ​​Bilbao and Valencia Stock Exchanges through the Stock Exchange Interconnection System (SIBE).

In this sense, even though the agreements and decisions related to the partial spin-off are expected to be adopted on the date of the ordinary general meeting of FCC shareholders, the partial spin-off will only be executed through the granting of the corresponding public deed of partial spin-off and registration of the same in the Commercial Registry on the basis that the regulatory requirements for the admission to trading on the Spanish Stock Exchanges of Inmocemento shares are met with the corresponding authorizations, if applicable.

It is foreseeable that said admission to negotiation process may be completed in the fourth quarter of fiscal year 2024.

INMOCEMENTO, MATRIX OF A NEW GROUP

Through this business restructuring operation of FCC, Inmocemento will become the parent company of a new business group composed of FCYC (real estate unit) and Cementos (cement unit) and their respective subsidiaries, with Inmocemento becoming listed separately from FCC. .

This aims to differentiate the strategy, management and valuation of the new group with respect to FCC and facilitate the separate perception and maximization of value of both groups by the markets.

Likewise, FCC shareholders will maintain full liquidity of both their FCC and Inmocemento shares, to the extent that they will be listed independently, which will provide shareholders with greater flexibility in the management of their investment, to the At the same time, it is also made easier for the markets in general to be able to invest separately in the two groups resulting from the Partial Spin-Off.