The public offer, made on 29 March 2012 by Tagus Holdings S.à r.l. (“Tagus”) for shares not already owned in Brisa, has closed. Tagus is jointly owned by Arcus European Infrastructure Fund 1 (45%) and the Jose de Mello Group (55%). The offer launched was for all the shares in Brisa that Tagus and its shareholders did not already own (c.42.6% of the Brisa share capital, accounting for the 7.9% treasury stock owned by Brisa itself).
The offer closed on 8 August 2012 and Euronext Lisbon confirmed, after market close on 9 August 2012, the results of the offer. At close, shares corresponding to 35.7% of the total share capital of Brisa had been tendered. In addition, Tagus had bought 2.6% on the market at various prices below the offer price as it is allowed to do under Portuguese market regulations. Together a total of nearly 212 million shares will be acquired by Tagus Holdings, which represents 82.8% of the shares subject to the offer. At settlement (14 August 2012), the total of the shares owned by Tagus and its shareholders will be nearly 509m or 84.8% of the total. Including the treasury stock, Tagus, the Fund and The Jose de Mello Group jointly control c.92.1% of the voting rights in Brisa.
A significant proportion of the institutional investors tendered their shares into the offer. Abertis, which held c.15% of Brisa, after considering its options, decided to sell its shares into the offer.
After settlement on 14 August 2012, the Shareholders Agreement will come into force strengthening and enshrining the Fund’s governance over Brisa as well as establishing shared control.
This information note (“Note”) has been prepared by Arcus European Investment Manager LLP (“Arcus”) for use solely for information purposes. Arcus makes no representations or warranties to the accuracy or completeness of any past, simulated or estimated performance results contain herein, and further nothing contained herein shall be relied upon as a promise by, or representation by, Arcus whether as to past or future performance results.