Grupo Isolux Corsán, S.A.: Announcement of Intention to Float on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges

Madrid (ots/PRNewswire) -

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

This announcement is an advertisement and does not constitute a
prospectus or offering memorandum and nothing herein contains an
offering of securities. No one should purchase or subscribe for any
Class A shares in Grupo Isolux Corsán, S.A. except on the basis of
the information contained in the Folleto Informativo to be approved
by the Spanish National Securities Market Commission (Comisión
Nacional de Mercado de Valores or "CNMV") in connection with the
initial public offering of Grupo Isolux Corsán, S.A. and the
admission to listing of its Class A shares on the Madrid, Barcelona,
Bilbao and Valencia stock exchanges and on the Automated Quotation
System of those stock exchanges. Once approved, the prospectus will
be published and made available at the website of the CNMV
(http://www.cnmv.es ).

Grupo Isolux Corsán, S.A. ("Isolux" or the "Company" and, together
with its subsidiaries, the "Group"), a leading global player in
infrastructure concessions and in engineering, procurement and
construction ("EPC") projects, today announces its intention to
proceed with an initial public offering (the "IPO" or the "Offering")
of its Class A shares (the "Shares") to qualified and institutional
investors. The Company intends to apply for admission of the Shares
to the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the
"Spanish Stock Exchanges") and on the Automated Quotation System of
the Spanish Stock Exchanges ("Admission"). The Offering will consist
entirely of a primary offering of new Shares by the Company.

The Group is an international leader in the engineering,
construction and concession sectors providing a comprehensive range
of EPC services and carrying out infrastructure concession operations
globally, delivering projects to both public and private sector
clients in 38 countries across four continents.

With over 85 years of experience, the Group has successfully grown
its business organically and through selective and strategic
acquisitions. In the twelve months ended September 30, 2014, it
generated consolidated revenue (before equity method adjustments for
the application of IFRS 11) of EUR3,008.5 million and consolidated
EBITDA (before equity method adjustments for the application of IFRS
11) of EUR637.8 million and continues to expand internationally, with
approximately 83% of its consolidated revenue being generated outside
of Spain.

The Group's two main divisions are: EPC, where it services public
and private customers in the energy, transmission and distribution
and infrastructure sectors, and Concessions, where it owns, manages
and operates toll-road concessions, transmission lines, solar
photovoltaic plants and car parks.

DETAILS OF THE OFFERING

The Offering will comprise a primary offering by Isolux of a
number of newly issued Class A shares necessary to raise gross
proceeds of approximately EUR600 million. Over-allotment Shares not
to exceed 15% of the size of the Offering will be made available by
the Company in connection with the Offering.

The proceeds of the Offering will be used by the Company primarily
to reduce the Group's indebtedness, fund growth, pay for transaction
costs associated with the IPO and for other general corporate
purposes, including, among other things, investments and expenses
related to pursuing new business opportunities.

Following the IPO, Isolux will have two classes of shares
outstanding: Class A shares, that are the subject of the Offering,
and Class B shares, that will not be publicly traded.

Each Class A share and Class B share confers its holders
equivalent financial rights, although each Class B share carries 100
voting rights and each Class A share carries one voting right, with
no other differences in the rights conferred by each share class to
its holders. Additionally Class B shares are convertible into Class A
shares at the discretion of Class B shareholders under certain
conditions set out in the Company's By-Laws. Each of the five
existing shareholders of the Company will hold the same ratio of
Class A to Class B shares before the Offering.

The current Shareholders of the Company and their respective
participation in the share capital (prior to the Offering) is as
follows:

- 52.02% held by Construction Investments, S.à.r.l., a company whose voting
rights are controlled by the Company's chairman and vice-chairman, Luis Delso Heras
and José Gomis Cañete, as well as by Carmen Ramírez del Molino.
- 23.80% held by Hiscan Patrimonio, S.A.U., a company fully owned by Caixabank,
S.A.
- 11.74% held by Inversiones Corporativas, S.A., a company controlled by the
Spanish Deposit Insurance Scheme for Credit Institutions (Fondo de Garantía de
Depósitos para Entidades de Crédito).
- 10.02% held by Cartera Perseidas, S.L., a company 40% owned by Caixabank, S.A.
and participated by other Spanish financial institutions (Unicaja Banco, S.A., Banco
Mare Nostrum, S.A., Ibercaja Banco, S.A.)
- 2.42% held by Charanne B.V., a company whose voting rights are equally split
among Luis Delso Heras and José Gomis Cañete.

The Company and the Shareholders will agree to certain lock-up
arrangements during the period from the date on which the
underwriting agreement is signed to 180 days after the settlement
date of the Offering, during which time they may not issue or dispose
of any interest in their shares without the consent of the Joint
Global Coordinators (as defined below), subject to customary
exceptions.

Citigroup Global Markets Limited, Morgan Stanley & Co.
International plc and Banco Santander, S.A. are the Joint Global
Coordinators for the IPO (the "Joint Global Coordinators" and,
together with Caixabank, S.A., Natixis and Société Générale, the
"Managers").

Further details of the intended Offering will be included in the
prospectus to be approved by the CNMV in connection with the Offering
and the Admission. This approval process is ongoing. Once approved,
the prospectus will be published and made available on the website of
the CNMV (http://www.cnmv.es). The approval of the prospectus by the
CNMV shall not constitute an evaluation of the merits of the
transactions proposed to investors.

INFORMATION ON ISOLUX

In the twelve months ended September 30, 2014, we generated
consolidated revenue (before equity method adjustments for the
application of IFRS 11) of EUR3,005.8 million and consolidated EBITDA
(before equity method adjustments for the application of IFRS 11) of
EUR637.8 million. In this period, our EPC segment accounted for 82%
of our revenues and 45% of our EBITDA, whilst our Concessions segment
represented 23% of our revenues and 61% of our EBITDA. We also have
an Other segment, consisting of our non-core businesses of biodiesel,
real estate activities, a wind farm in Argentina and our corporate
overhead and consolidation adjustments.

In the twelve months ended September 30, 2014, Spain represented
17% of our revenues, Latin America accounted for 56% and Asia for
15%, with the remaining 12% coming from other geographic regions

Please note that the above financial information by segment and by
geographic regions does not reflect the application of IFRS 11 and
the negative contribution of our Other segment.

Each of our EPC and Concessions segments is subdivided into
several lines of business. As of September 30, 2014, we had 8,779
employees, with 5,194 in our EPC segment, 2,515 in our Concessions
segment and 1,070 in our Other segment.

Concessions

In the twelve months ended September 30, 2014, our Concessions
segment generated revenue of EUR682.8 million and EBITDA of EUR385.8
million. Our Concessions segment comprises the following three
business lines:

- Highway concessions: We develop and operate toll-roads and highway assets
under concession. Our group operates or has equity interests in four toll-road
concessions in India, two in Mexico, one in Brazil and one in Spain, and is in the
process of developing a highway concession in the United States. The highways that we
are currently operating or developing have a total length of 1,643 kilometres.
- Power transmission concessions: We are engaged in the development and
operation of high-voltage electricity transmission lines under concession agreements.
We currently operate or have equity interests in seven electric transmission line
concessions in Brazil, one in India and one in the United States. Overall, the
transmission lines in our portfolio that are currently operating or under construction
have a total length of 5,959 kilometers.
- Solar photovoltaic power plants: We are a major independent producer of
photovoltaic solar energy. Our subsidiary T-Solar is engaged in the operation,
construction and development of solar photovoltaic plants in Spain, Italy, India,
Mexico, Peru, the United States, Puerto Rico and Japan. The total energy production
capacity of our solar photovoltaic plants in operation or under construction amounts
to 326 MW.

Additionally, we are a meaningful operator of off-street car park
concessions in Spain, where we operate 49 car parks with a total of
23,842 parking spaces (22,543 spaces were in operation and 1,299 were
in design phase) as of September 30, 2014. We have recently acquired
the Nuevo Centro car park in Valencia with approximately 2,700
parking spaces.

In 2012, we reached an agreement with the Canadian pension fund
Public Sector Pension Investment Board (PSP), pursuant to which PSP
invested US$627 million in Isolux Infrastructure, our subsidiary
holding the aforementioned interests in highway concessions, power
transmission concessions and solar photovoltaic energy. As a result
of the transaction, PSP received an initial equity stake of 19.23% in
Isolux Infrastructure (with the remaining 80.77% held by us) and
holds a loan instrument that is convertible into an additional equity
stake in Isolux Infrastructure in 2017 under the aforementioned
agreement.

EPC

In the twelve months ended September 30, 2014, our EPC segment
generated revenue of EUR2,452.4 million and EBITDA of EUR289.2
million, and had a backlog of EUR6,626 million as of such date. Our
EPC segment comprises the following three business lines:

- Energy: We provide engineering, procurement and construction related to
the energy sector, which we believe is a growth area. We focus on activities in three
main areas: thermal power plants, renewable energy and oil and gas.
- T&D and installations: We provide the installation and maintenance of T&D
infrastructures (including high-voltage transmission lines and substations). We also
provide a wide range of services, including electrical, mechanical and special
installations, railway electrification and signalling, deployment and maintenance of
electrical and telecommunications networks, electromechanical installations for
airports and shipping, security and control systems, and industrial services and
maintenance.
- Infrastructure: We provide engineering, procurement and construction related
to civil and industrial construction works, including roads, railways, maritime
infrastructures, airports and hydraulic works.

As of September 30, 2014, 84% of our EPC Backlog related to
activities outside of Spain. Some of the main contracts awarded in
2014 and included in our EPC Backlog as of September 30, 2014, relate
to the I-69 Indiana Highway section 5 (US), Pellet Plant (US),
Miguillas Hydroelectric Project (Bolivia) or the third combined cycle
plant in Bibiyana (Bangladesh). Moreover, around EUR1 billion of new
orders have been awarded after September 30, 2014, such as the
development of Moyobamba Transmission Line in Peru.

Other

We also have an Other segment, consisting of our non-core
businesses of biodiesel, real estate activities, a wind farm in
Argentina and our corporate overhead and consolidation adjustments.
In the twelve months ended September 30, 2014, our Other segment
accounted for negative EUR126.7 million of our consolidated revenue
and negative EUR37.2 million of our consolidated EBITDA.

FOR ENQUIRIES:

Alvaro Delso, CFO: +34-91-449-30-00
Alejandra Lwoff, Head of Investor Relations: +34-91-449-30-00
Guillermo Lancha, Investor Relations: +34-91-449-30-00

IMPORTANT NOTICE

This announcement and the information contained herein are not for
release or distribution or publication, in whole or in part, directly
or indirectly, in or into the United States, Canada, Australia, Japan
or any other jurisdiction where to do so might constitute a violation
of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer to sell or a solicitation of any
offer to buy any securities issued by the Company in any jurisdiction
where such offer or sale would be unlawful and the announcement and
the information contained herein are not for distribution or release,
directly or indirectly, in or into such jurisdictions.

This announcement does not constitute a prospectus. Any decision
to purchase any Shares in the proposed Offering should be made solely
on the basis of the information to be contained in the Folleto
Informativo to be approved by the CNMV and published in relation to
the Offering.

This announcement may only be addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC and any amendments thereto
including Directive 2010/73/EU to the extent and in the manner
implemented in the relevant EEA member state) and any relevant
implementing measure in the relevant member state of the EEA
("Qualified Investors"). In addition, in the United Kingdom, this
announcement is addressed to and directed only at, Qualified
Investors who (i) are persons who have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"), (ii) are persons who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order,
or (iii) are other persons to whom this announcement may otherwise
lawfully be communicated (all such persons together being referred to
as "relevant persons").

This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii) in
any member state of the EEA other than the United Kingdom, by persons
who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is available only to
relevant persons in the United Kingdom and Qualified Investors in any
member state of the EEA other than the United Kingdom, and will be
engaged in only with such persons.

Any securities referred to herein have not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act"), and may not be offered or sold in the United States absent
registration under or an exemption from, or in a transaction not
subject to, the registration requirements under the Securities Act.
There is no intention to register any securities referred to herein
in the United States or to make a public offering of the securities
in the United States.

The distribution of this announcement in other jurisdictions may
be restricted by law and persons into whose possession this document
comes should inform themselves about, and observe, any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the laws of any such other jurisdiction. In
particular, this announcement is not for publication, release,
disclosure or distribution, directly or indirectly, in, and, subject
to certain limited exceptions (i) may not be taken or transmitted
into the United States, or in Canada, Japan or Australia, and (ii)
may not be copied, forwarded, distributed or transmitted in or into
the United States, Canada, Japan or any other jurisdiction where to
do so would be unlawful. The Shares will not qualify for distribution
under any of the relevant securities laws of Japan, Canada or
Australia. The Shares have not been and will not be registered under
the applicable securities laws of Japan, Canada or Australia and,
subject to certain exemptions, may not, directly or indirectly, be
offered or sold in, or for the account or benefit of any national,
resident or citizen of, Japan, Canada or Australia. The distribution
of this announcement in other jurisdictions may also be restricted by
law and persons into whose possession this announcement comes should
inform themselves about and observe any such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the laws of the United States, Canada, Japan or Australia or any
other such jurisdiction.

The Managers and their affiliates are acting exclusively for the
Company and no-one else in connection with the intended IPO. They
will not regard any other person as their respective clients in
relation to the intended IPO and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in relation to the
intended IPO, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.

In connection with the contemplated IPO, each Manager and any
controlling entities and/or any of its affiliates, acting as
investors for their own accounts may take up Shares and in that
capacity may retain, purchase or sell for its own account such Shares
and any securities of the Company or related investments and may
offer or sell such securities or other investments otherwise than in
connection with the IPO. Accordingly, references in any prospectus or
offering memorandum, if published, to the Shares being issued,
offered or placed should be read as including any issue, offering or
placement of such Shares to the Managers and any relevant affiliate
acting in such capacity. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.

This document and the materials referred to herein contain
financial information regarding the businesses and assets of the
Company. Such financial information may not have been audited,
reviewed or verified by any independent accounting firm. The
inclusion of such financial information in this document should not
be regarded as a representation or warranty by the Company, any of
the Managers, any of their respective affiliates, advisors or
representatives or any other person as to the accuracy or
completeness of such information's portrayal of the financial
condition or results of operations of the Company and should not be
relied upon when making an investment decision. In addition to
historical financial information, this announcement and the materials
referred to herein contain forward-looking statements and information
relating to the Company that are based on the current beliefs of its
management, expectations and projections of future events as well as
assumptions made and information currently available to the Company.

This announcement and the materials referred to herein include
forward-looking statements within the meaning of the securities laws
of certain applicable jurisdictions. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "targets", "aims", "aspires", "assumes",
"believes", "estimates", "anticipates", "expects", "intends",
"hopes", "may", "outlook", "would", "should", "could", "will",
"plans", "potential", "predicts" and "projects" as well as their
negative or other variations or comparable terminology. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and the materials referred to herein and include
statements regarding the Group's intentions, beliefs or current
expectations concerning, among other things, the Group's results of
operations, financial condition and performance, liquidity,
prospects, growth, strategies and the industry in which the Group
operates.

Such forward-looking statements reflect the current views of the
Company with respect to future events and are subject to known or
unknown risks, uncertainties and assumptions about the Company and
its subsidiaries and investments, including, among other things, the
development of its business, trends in its operating industry, and
future capital expenditures. In light of these risks, uncertainties
and assumptions, the events or circumstances referred to in the
forward-looking statements may not occur. None of the future
projections, expectations, estimates or prospects in this
announcement and the materials referred to herein should be taken as
forecasts or promises nor should they be taken as implying any
indication, assurance or guarantee that the assumptions on which such
future projections, expectations, estimates or prospects have been
prepared are correct or exhaustive or, in the case of the
assumptions, fully stated in the announcement. Many factors could
cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements, including, among others: changes in general economic,
political, governmental and business conditions globally; extensive
government regulations in a number of different jurisdictions;
exchange and capital controls risks; unexpected adjustments and
cancellations of our backlog of unfilled orders; project delays and
exceeding budgets; increased competition; exposure to partnership and
joint ventures risks; problems with securing future public or private
bids; our dependence on the investment policies of supranational
entities and public authorities; changes in prices and problems with
the supply of raw materials; loss of key personnel; problems with
unions; management of exposure to currency and interest rate risks;
delays or defaults in client payments; insufficient insurance
coverage and increases in insurance cost; changes and delays in
obtaining or renewing licenses, authorizations and permits for
projects or non-compliance with their terms; effects of catastrophes,
natural disasters, adverse weather conditions, unexpected geological
or other physical conditions, or criminal or terrorist acts at one or
more of our plants; security breaches, interruptions, errors or
inappropriate use of our information technology systems; changes in
technology and industry standards; decreases in the funds allocated
to civil engineering projects; cancellation of private sector
projects; failure to meet contractual deadlines; increases in civil
and criminal litigation proceedings; inability to acquire or maintain
the commercial guarantees necessary to complete our ongoing projects
or to obtain new contracts; changes to vehicle traffic and usage
volume of our highway concessions; obtaining government subsidies;
changes to meteorological conditions; changes in regional, national
and international policies supporting renewable energies; our
compliance with restrictive debt covenants; our substantial
indebtedness; our ability to generate cash to service our
indebtedness changes in business strategy and various other factors.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described herein as anticipated, believed,
estimated, expected or targeted. No representation or warranty is
made that any forward-looking statement will come to pass. No one
intends, or assumes any obligations, to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise. As a result of these risks, uncertainties
and assumptions, you should therefore not place undue reliance on
these forward-looking statements as a prediction of actual results or
otherwise.

The information, opinions and forward-looking statements contained
in this release and the materials referred to herein speak only as at
its date and are subject to change without notice.

This announcement and the materials referred to herein include
certain non-GAAP (Generally Accepted Accounting Principles) financial
measures which have not been subject to a financial audit for any
period.

No reliance may be placed for any purpose whatsoever on the
information contained in this announcement and the materials referred
to herein or any verbal discussion thereof, and such information may
not be complete or accurate. None of the Company or Managers nor any
of their respective directors, officers, employees, agents or
advisers accepts any responsibility whatsoever nor makes any
representation or warranty, express or implied, for the contents of
this announcement and the materials referred to herein including its
fairness, accuracy, completeness or verification or for any other
statement made or purported to be made by any of the Company or the
Managers or any of their respective directors, officers, employees,
agents or advisers, or on behalf of any of them, in connection with
the Company, the Shares or the Offering and nothing in this
announcement and the materials referred to herein shall be relied
upon as a promise or representation in this respect, whether as to
the past or the future. Each of the Company and the Managers and
their respective directors, officers, employees, agents or advisers
accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise which any of them might
otherwise have for any direct or consequential loss, damages, costs
or prejudices whatsoever arising from the use of the announcement or
its contents or otherwise arising in connection with the announcement
and the materials referred to herein or any such statement.

The information contained herein does not constitute investment,
legal, accounting, regulatory, taxation, financial or other advice
and the Information does not take into account your investment
objectives or legal, accounting, regulatory, taxation or financial
situation or particular needs. You are solely responsible for forming
your own opinions and conclusions on such matters and for making your
own independent assessment of the information. You are solely
responsible for seeking independent professional advice in relation
to the Information. Investors and prospective investors in the
securities of the issuer mentioned herein are required to make their
own independent investigation and appraisal of the business and
financial condition of the issuer and the nature of the securities.

In connection with the IPO, a stabilisation manager (or its
agents) acting on behalf of itself and the Managers may to the extent
permitted by, and in compliance with, applicable laws and regulations
(in particular, Commission Regulation (EC) No 2273/2003), over-allot
shares or effect transactions on or off a regulated market, with a
view to supporting the market price of the Shares at a level higher
than that which might otherwise prevail in the open market. Such
transactions may commence on or after the date of commencement of
trading of the Shares on the Spanish Stock Exchanges and will end no
later than 30 days thereafter. There is no assurance that such
transactions will be undertaken and, if commenced, they may be
discontinued at any time. There shall be no obligation on the
stabilising manager to enter into such transactions. All such
stabilisation shall be conducted in accordance with applicable laws
and regulations (in particular, the rules concerning public
disclosure and trade reporting to the CNMV).

ots Originaltext: Isolux Corsan
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