Renta Corporación to Apply for Stock Exchange Listing
. Carlos Solchaga and Juan Gallostra appointed as new independent external directors of Renta Corporación
Barcelona, 9th February 2006.
The Extraordinary General Meeting of the Shareholders of Renta Corporación (the “Company”) held today in Barcelona has resolved to apply for the listing of the Company’s entire share capital on the Madrid and Barcelona Stock Exchanges and for its inclusion in the Spanish Stock Exchange Interconnection System (SIBE or Continuous Market) .
New Independent External Directors
Renta Corporación has modified the composition of its Board of Directors to bring it into line with the Spanish Stock Exchange Commission (CNMV) recommendations in its Draft Unified Code on Corporate Governance of Listed Companies. To this end:
. Following the Appointments and Remuneration Committee’s proposal, and in accordance with the recommendations of the abovementioned Code, the shareholders of Renta Corporación have approved the appointment of Carlos Solchaga and Juan Gallostra to the Board as independent external directors.
. The status of the Company’s independent external directors has been reviewed, with current director César A. Gibernau’s status as “independent external director” being changed to “other external directors”.
New appointments to Renta Corporación’s Board of Directors
Following the appointment of the two new directors, Renta Corporación’s Board of Directors, chaired by Luis Hernández de Cabanyes, now has ten members: four executive directors and six external directors, three of whom are independent, one of whom represents major shareholders, and two of whom are “other external directors”.
Stock Exchange Listing – a mixed operation
As announced on 4th January, the flotation is being implemented by means of an initial public offering (IPO) of shares and a simultaneous public subscription offer of new shares to be issued as part of a capital increase (the “Offer”).
As is normal in this type of operations, the Company plans to grant a subscription offer or green shoe option to the financial entities in charge of the overall planning and coordination of the operation (acting on behalf of the organisations underwriting the institutional tranches). It is intended that the Renta Corporación Offer will be structured in three tranches aimed at different groups of investors: an International Institutional Tranche, a Spanish Institutional Tranche and a Spanish Retail Tranche. Renta Corporación has entrusted Morgan Stanley with the overall planning and coordination of the operation, and Grupo Santander will act, with Morgan Stanley, as joint bookrunner for the Spanish Tranche. Atlas Capital is acting as consultant to the Company and its shareholders.
The Shareholders’ General Meeting has authorised the Board of Directors to act on behalf of Company shareholders who take up the IPO, and to set the terms and conditions for the capital increases to be approved for the Offer and of the green shoe option, if applicable.
Both the stock market flotation and the Offer are subject to the registration of the compulsory Prospectus with the Spanish Stock Exchange Commission and to the Offer meeting market conditions.
€0.46 dividend per share
The Shareholders’ General Meeting has also approved the Board of Directors’ proposal to pay an interim dividend of €0.46 per share for financial year 2005.
Renta Corporación adapts its Articles of Association and Regulations to those applicable to listed companies
The Company’s shareholders have approved the adaptation of its Articles of Association and the Regulations that will govern the Shareholders’ General Meeting structure and operation to the requirements applicable to listed companies. Pursuant to the Board of Directors’ proposal, the shareholders have been informed of the approval of the Board of Directors’ Regulations and the Code of Conduct relating to the Securities Market by the Company’s Board of Directors on 27th December 2005.
Details of the new directors
. Carlos Solchaga (62), was born in Tafalla (Navarra) and has a Degree in Economics from Madrid University. Mr Solchaga has had a long and respected career as an economist, which has included holding a number of high-level posts in Spanish politics. In the world of finance, he has held positions of responsibility in the Bank of Spain, the Spanish National Institute for Industry and the Bank of Vizcaya. In 1982 he was appointed Minister for Industry and Energy, a position from which he led Spain’s programme of industrial rationalisation. From 1985 to 1993 he was the Minister for Economy and the Treasury. Since then, Mr Solchaga has held several posts as director and external consultant to large corporations. He is also associated with various cultural organisations, such as the Museo Nacional Centro de Arte Reina Sofía, of whose board of trustees he was recently appointed Vice-Chairman.
. Juan Gallostra (42), was born in Barcelona and has an Industrial Engineering Degree, specialising in Energy Techniques, from the Polytechnic University of Catalonia. Gallostra’s research and design work has earned him a reputation for being a leading sustainability expert in the field of construction engineering in Europe, both in the business and academic worlds. He is currently the Managing Director and General Manager of Grupo JG Ingenieros Consultores de Proyectos, and a director of the British company First Q Ltd., a company owned by eight European engineering companies.
This document is a press release and not a prospectus. Investors should not therefore acquire or apply for any shares or other securities mentioned herein without having previously consulted the information contained within the official prospectus relating to the flotation of company shares on the Madrid and Barcelona stock exchanges, which will be published by the company in due course. Copies of the prospectus will be available at the registered offices of the Company once they have been published.
This document should in no way be construed as an offer or invitation to treat, nor does it represent an offer to buy or subscribe to shares in the Company. Likewise, the contents of this document and the fact that it has been distributed must not be used as, or form the basis for, any kind of contract or decision to invest and do not constitute any recommendation as regards the securities of the Company.
This communication is intended solely for people living outside the United Kingdom and may not be used by anybody living within that country.
The Offer is not subject to registration in any other country other than Spain. This is without prejudice to the standard international documents used to make qualifying investors living outside Spain aware of the Offer. In particular, it is hereby stated that the shares contemplated by this Offer have not been and will not be registered under the United States Securities Act 1933 (the U.S. Securities Act), nor have they been approved or rejected by either the Securities and Exchange Commission or any other competent authority of the United States of America. As a result, the shares may not be offered or sold in the United States unless they are registered beforehand under the U.S. Securities Act or fall within one of the Act’s exemptions.
Finally, neither this document nor any copy thereof may be taken or transmitted to the United States of America, Canada, Australia or Japan or be distributed, either directly or indirectly, in the United States of America, Canada, Australia or Japan or given to residents of any of these countries.