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ACCIONA, S.A. AND SUBSIDIARIES (Consolidated Group ...

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24 February 2011: agreement to sell 15% of the shares of <strong>ACCIONA</strong><br />

Termosolar to Mitsubishi<br />

- On 24 February 2011, <strong>ACCIONA</strong> Energía, S.A. and Mitsubishi Corporation<br />

(through its subsidiary Diamond Solar Europe, Ltd.) entered into an<br />

agreement for the transfer of 15% of the share capital of <strong>ACCIONA</strong><br />

Termosolar, S.L., a subsidiary in the Energy division of <strong>ACCIONA</strong>, with the<br />

option of increasing the interest sold by an additional 2%. The transaction<br />

amounted to EUR 45.8 million (EUR 38.1 million relating to the price paid<br />

for the 15% ownership interest and EUR 7.7 million relating to a shareholder<br />

loan). As part of the transaction, <strong>ACCIONA</strong> Termosolar arranged a loan of<br />

EUR 300 million from Mizuho Corporate Bank Nederland, Bank of Tokyo<br />

Mitsubishi, Development Bank of Japan and Mitsubishi Corporation.<br />

28 February 2011: Annual Corporate Governance Report<br />

- On 28 February 2011, the Company submitted its Annual Corporate<br />

Governance Report for 2010 to the Spanish National Securities Market<br />

Commission (CNMV).<br />

28 February 2011: resolutions of the Board of Directors<br />

- On 24 February 2011, the Board of Directors of <strong>ACCIONA</strong> adopted, inter<br />

alia, the following resolutions:<br />

o To authorise for issue <strong>ACCIONA</strong>’s separate and consolidated<br />

financial statements and directors’ report for 2010.<br />

o To propose to the shareholders at the Annual General Meeting that a<br />

dividend of EUR 2.03 per share be paid out of the profit for 2010, in<br />

addition to the interim dividend of EUR 1.07 per share declared on<br />

13 January 2011 and paid on 21 January 2011.<br />

24 March 2011: absorption of GESA by <strong>ACCIONA</strong><br />

- On 24 March 2011, the Board of Directors of <strong>ACCIONA</strong> resolved to approve<br />

the plan for the merger by absorption of Grupo Entrecanales, S.A. (GESA),<br />

Servicios Urbanos Integrales, S.A. (SEUINSA), Tivafén, S.A. (TIVAFÉN)<br />

and Ósmosis Internacional, S.A. (OSMOSIS) into <strong>ACCIONA</strong>, with the<br />

dissolution without liquidation of the absorbed companies and the transfer en<br />

bloc of all their assets and liabilities to the absorbing company, which would<br />

acquire, by universal succession, the rights and obligations of the absorbed<br />

companies.<br />

7 April 2011: refinancing of the bridge loan<br />

- On 7 April 2011, <strong>ACCIONA</strong> arranged a syndicated project finance loan of<br />

EUR 1,421.2 million. The remaining amount up to the original amount of<br />

EUR 1,575 million was repaid with the cash flow generated in 2009/2011 by<br />

the assets acquired. This transaction was carried out to refinance at long<br />

term, with maturity in March 2029 (18 years), the bridge loan that the<br />

<strong>ACCIONA</strong> <strong>Group</strong> arranged in June 2009 in order to acquire wind and hydro<br />

assets with an installed capacity of 2,084 MW from Endesa.<br />

- Page 161-

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