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FCC launches an issue of euro 450 million of 5-year unsecured convertible bonds

07/10/2009

FCC launches an issue of euro 450 million of 5-year unsecured convertible bonds

FCC announced today that it has launched an offering (the Offering) of EUR 450 million unsecured convertible bonds due 2014 (the Bonds).

The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per cent. of their principal amount and are expected to have a coupon of between 5.50 per cent. and 6.00 per cent. per annum payable semi-annually in arrear. The conversion price is expected to be set at a premium of between 28 per cent. and 33 per cent. above the volume-weighted average price of the Shares on the Spanish Stock Exchange from launch up to the time of pricing. The final pricing terms of the Bonds are expected to be announced later today through a separate press release.

FCC payment obligations under the Bonds will be subordinated to the payment obligations of FCC in respect of certain Senior Liabilities up to the Subordination End Date (as to be fully set out in the Offering Circular). 

The net proceeds of the Offering will be used by FCC for general corporate purposes.

The Bonds will be offered to institutional investors only. Neither the Bonds nor the Shares have been or will be registered under the U.S. Securities Act 1933, as amended (the Securities Act) and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act. Neither the Bonds nor the Shares will be offered to investors in the United States, Australia, Canada or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.

Payment for and delivery of the Bonds is expected to be on or about 30 October 2009. On or before such time an offering circular will be made available by FCC (the Offering Circular). Barclays Capital will act as settlement agent in respect of the Offering.

Application will be made for the admission of the Bonds to the official list of the Luxembourg Stock Exchange and application will be made for the admission of the Bonds to trading on the Luxembourg Stock Exchange's Euro-MTF Market.

Barclays Capital and Société Générale Corporate and Investment Banking are acting as Joint Bookrunners of the Offering.

In connection with the issue of the Bonds, Barclays Bank PLC (the Stabilising Manager) (or persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than 30 days after the issue date of the Bonds. 

About FCC

FCC, a company specialised in public services, was created in March 1992 through the merger of Construcciones y Contratas, founded in Madrid in 1944, and Fomento de Obras y Construcciones, founded in Barcelona in 1900 and listed on the stock exchange since December of that year. FCC currently is a member of the Ibex 35 index of the most liquid stocks on the Spanish stock market.

Its business portfolio is diversified into five core businesses: environmental services and water management, construction of large infrastructure, cement production, and renewable energy production.