Mota-Engil

M&A Activity • Aug 27, 2020

MOTA-ENGIL INFORMS ABOUT NEGOTIATIONS OF A STRATEGIC PARTNERSHIP AND INVESTMENT AGREEMENT

MOTA-ENGIL S.G.P.S., S.A. ("MOTA-ENGIL") informs that it is in the last stages of negotiation of a partnership and investment agreement (the "Agreement") with one of the largest infrastructures groups in the world (top five), with significant activity worldwide, aiming such group (the "New Partner") to become a relevant shareholder and a long-term partner of the MOTA-ENGIL.

In the context of the envisaged Agreement, MOTA GESTÃO E PARTICIPAÇÕES, SGPS, S.A. (MGP), the controlling shareholder of MOTA-ENGIL, has accepted to sell a relevant stake in the share capital of MOTA-ENGIL at a price that reflects a valuation which is high above the current market price.

Also pursuant to the Agreement, if concluded successfully — which is expected to occur shortly —, and assuming that the regulatory clearances and several other conditions precedent will be met, the New Partner:

• will enter into a partnership and investment understanding with MOTA-ENGIL to jointly develop commercial opportunities;
• will be committed to subscribe a relevant stake in a share capital increase of up to 100 million new shares that will be submitted for deliberation in a General Meeting, to be called shortly.

Following such share capital increase:

• a stake of around 40% of the share capital will be attributable to MGP, showing a full commitment and alignment with its historical position in MOTA-ENGIL;
• the New Partner will reach a stake slightly above 30%.

This new configuration and the framework of this partnership, which is based on MOTA-ENGIL's valuation of circa €750 million, will enhance the financial, technical and commercial capabilities of MOTA-ENGIL in order to upscale its activities in all markets and will open new opportunities for further developments.

MOTA-ENGIL, as the leading Portuguese infrastructure multinational group, will strengthen its commitment, based on its 75-year culture and corporate values, towards its clients, employees, communities, environment and all other stakeholders.

Porto, August 27th , 2020

THE REPRESENTATIVE FOR THE MARKET RELATIONS LUÍS SILVA