Thalgo called. An extraordinary general meeting of shareholders will be held on December 12th and 13th next year.in their first and second calls respectively, completed the entry of the Basque Union led by Sidenor into the capital, with the participation of the Basque Government and the Basque Government. … BBK and Vital Bank Foundation.
The railway manufacturer submitted the following report to the board of directors of the National Securities Market Commission (CNMV) on Wednesday this week. Scheduled to be held on the first callThat means it will be held on December 12th at 1pm. At Paseo Torren Largo 2, Las Matas (Madrid).
The board votes on the agreed terms for completing the work. Purchased 29.76% of Talgo shares from Pegaso It was carried out by the Basque Consortium, led by Sidenor and including the Basque Government, BBK and the Vital Bank Foundation.
in particular, The board of directors plans to submit an increase in capital for shareholder approvalwill issue and place into circulation 10,588,235 new ordinary shares with a nominal value of EUR 0.301 per share for a notional amount of EUR 3,180,000, for a notional amount of EUR 3,180,000, with a cash contribution without any incomplete subscription clause, excluding pre-emptive rights, resulting in an issue premium of EUR 3,949 per share. Admission to trading of issued new shares will also be required.
In additionTalgo shareholders to vote on 300 convertible bond issuances The Company will issue ordinary shares for a total notional amount of EUR 30 million. However, new stock acquisition rights and capital increases related to issuance are not included.
It must also approve the issuance of 750 bonds convertible into ordinary shares of the company for a total nominal amount of EUR 75 million, excluding pre-emptive rights, and the capital increase associated with the issuance.
Reduction in number of directors
Approval of the financing operations of the Talgo Group will also be submitted to the meeting, consisting of the formalization of a syndicated financing agreement by Patetes Talgo of up to 770 million euros, consisting of a partially guaranteed tranche of up to 650 million euros and a revolving tranche of up to 120 million euros, and a guarantee line of up to 500 million euros with a partial guarantee from Sechet. Cesce was carried out within the framework of the entry into the capital of the Basque consortium led by Sidenor, together with the capital increase and the issuance of convertible bonds underwritten by SEPI and the Basque Investor Group.
Similarly, approval to reduce the number of members of the Board of Directors to eight will also be on the agenda.
Last week, a consortium of Basque companies led by Mr. Sidenor and also including the Basque government, BBK and the Vital Bank Foundation signed an agreement with Pegaso and other minority shareholders to acquire a 29.76% stake in Talgo for 156.7 million euros.
The final offer is now 4.25 euros per share, compared to the original 4.15 euros (approximately 4 million euros more), although a preliminary agreement earlier this year pointed to certain variables that could increase the consideration to 185 million euros.
Finally, these variables determine that the buyer will have to pay the seller an additional amount, but only if the buyer decides to sell the seller’s shares to a third party for more than 4.25 euros within two years after the end of the operation. Sale must occur by January 31, 2026.
Specifically, for the portion exceeding 4.25 euros per share, 100% will be paid up to 5 euros, and 50% after 5 euros. In this way, the seller limits the future profits that the buyer may receive if the stock price rises.
This represents a significant change compared to the prior agreement, which indicated that the amount would vary depending on the achievement of certain milestones in the 2027 and 2028 business plans, which are currently unmentioned.
Sidenor (through Clerville), the Basque Government (in partnership with Fincatze Capitara Fincatuz) and BBK will each acquire 8.5% of Talgo Capital for EUR 45 million, and Vital will acquire 4.2% for EUR 22.4 million.
Other conditions of the agreement must also be met, including the state’s injection of 75 million euros through the Ministry of Finance’s SEPI, the distribution of 45 million euros in capital increase and 30 million euros in loans convertible into shares, during the period until January 31.
The Basque consortium will also need to underwrite another 75 million euros of convertible debt on the same terms as SEPI, while Talgo’s financial institutions will need to approve the new debt structure, which will be consolidated into two tranches. This means a 650 million yen loan facility with a six-year maturity and a 120 million yen working capital facility with a three-year maturity (automatically extended for another two years).
Similarly, we, certain financial institutions and the Spanish Export Credit Insurance Company (Cesce) enter into certain financing agreements and hedging instruments common in this type of operation.
Of the total shares to be sold, Pegaso (comprised of British investment fund Trilantic) will sell 27.3% of Talgo, and the remaining up to 29.7% will be sold to other minority shareholders.
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