Meta: Two Capital Increases Bring Prodi and Mota-Engil as Major Shareholders in Duro Felguera

No time to read?
Get a summary

An extraordinary general meeting of shareholders confirmed, by a wide margin, the plan for two capital increases totaling 90 million euros. This move will strengthen the company and bring new major shareholders, with Mexican investors at the forefront and the Portuguese group Mota-Engil joining as a key partner. The operation received broad support, with more than 98 percent of votes in favor, and is set to unfold by August. Before that, Prodi and Mota-Engil will provide two separate loans totaling 90 million to Duro Felguera to bolster liquidity. These loans are slated to be repaid and capitalized on the day the capital increase is approved. (Source: Prodi and Mota-Engil statements)

The shareholders’ general assembly achieved a participation rate of 32,562 percent, well above the legal minimum of 25 percent required to approve the capital increase on the second call, and far beyond the 66.66 percent threshold in many cases. This result clears the path for the company’s near and medium-term future under foreign leadership, marking a new era after 166 years of history and six years of hardship. The outcome contrasts with the earlier experience in the 1990s. (Source: Company disclosures)

The first capital increase will involve allocating just over 39.83 million euros to existing shareholders through the issuance of 52 million new shares, priced at 0.7661 euros per share. The loan extended to Duro by Mota-Engil México and the accrued interest will be repaid, and the portion not allocated to current Duro owners will be underwritten by Mota-Engil México up to a maximum of 24 percent of the company. This first increase, carried out with pre-emptive rights, was approved by 98.15 percent of votes. (Source: Shareholder vote records)

The second increase, totaling a little over 50 million euros to reach the targeted 90 million, will be subscribed by the Prodi group through the capitalization of the loan. The Mota-Engil loan had previously been extended to Duro for the same amount and a portion remained outstanding after the first extension. This second operation would grant Prodi a 31 percent stake in Asturian engineering, with the approval of 98.023 percent of votes. (Source: Corporate filings)

Prodi and Mota-Engil will act in concert within Duro Felguera. The capital increase will position the Mexican alliance with a stake ranging from 31 percent to 55 percent of Asturian Engineering, depending on how many existing shareholders exercise their preferential rights. Both the board of directors and the new investors anticipate that the majority of current shareholders will stay with the company and that the company will continue to be listed on the stock exchange. (Source: Board statements)

The operation rested on a condition that Mexican investors would not be obliged to launch a full takeover bid for 100 percent of the company. This is a standard provision with limited exceptions for investors who hold more than 30 percent of a listed company. With the preferential subscription tranche, the dilution faced by the more than 14,000 existing shareholders is mitigated. (Source: Regulatory filings)

The entry of the Mexican groups, selected after an extensive investor search and evaluation process, is viewed as a turning point for the future of the engineering firm, which underwent a public rescue in 2021 and has faced further capital pressures in subsequent years. The capital increases build on prior steps taken in 2018 to address critical conditions and reflect a broader strategy to stabilize and grow the business. (Source: Company history)

Duro Felguera remains in a negative net stock position of minus 142 million euros at the end of the previous year, though there is no legal basis for liquidation because of capital reductions and equity accounting in 2021 by SEPI, banks, and the Principality. By the end of 2024—and amid the disruptions caused by the pandemic and geopolitical events—losses recorded in 2020 and 2021 were exempted from certain accounting treatments for purposes. (Source: Financial statements)

The entry of new shareholders through the capital increases also represents a commitment to financial creditors, aligning with the government and ministers’ support to stabilize the company through temporary public assistance totaling 120 million. (Source: Government briefings)

The company stresses that the arrival of fresh ownership will strengthen solvency, improve liquidity, and widen access to guarantee lines from banks to support growth and the acquisition of new contracts. Recent contract improvements show the group has exhausted bank guarantees since 2021, underscoring the need to bolster internal resources to secure continued financial backing and to resume hiring, aiming to restore pre-crisis employment levels and reach a maximum of 180 workers by year-end, with partial progress already evident. (Source: Corporate updates)

Given their industrial profile, long-term investor status, and strong presence in the Americas and Africa, the Prodi and Mota-Engil groups are expected to extend Duro Felguera’s reach across continents and contribute to expanding its order book. (Source: Strategic commentary)

Both investors have committed to providing liquidity to Duro Felguera through separate loans totaling 90 million, which will likely be capitalized when the increase is completed before August. (Source: Financial agreements)

The entry of new shareholders marks the end of years of fragmented ownership and sets the stage for a concentration of capital that could steer the company into a phase of foreign influence for the second time in its history. (Source: Career overview)

No time to read?
Get a summary
Previous Article

Vertical gardens with artificial plants: easy, stylish, maintenance-free

Next Article

Germany and Poland push for wartime reparations and accountability