SEPI Sociedad Estatal de Participaciones Industriales

The Chairman of the Sociedad Estatal de Participaciones Industriales (SEPI), Mr. Ignacio Ruiz-Jarabo, and the representatives of the entities which make up the consortium leaded by Sacyr Vallehermoso and by Grupo Santander have subscribed today the document which gives coverage to the public deed for the sale of the Empresa Nacional de Autopistas, S.A.

With this signing, the transfer of the 70,734 shares which make up the totality of the privatized company capital becomes effective, once the transaction was approved by the Council of Ministers with the previous favorable report by the Consultative Board of Privatizations.

Those signing on behalf of the winning consortium have been Mr. José Manuel Loureda, Mr. Luis del Rivero and Mr. José Ángel Presmanes (Sacyr Vallehermoso), Mr. Ignacio Domínguez-Adame (Grupo Santander), Mr. Ángel López-Corona (Caixanova), Mr. Juan Dapena (Caixa Galicia), Mr. Pablo Cantalicio (El Monte) and Mr. Pedro del Corro (Torreal).

SEPI's Board of Directors took the decision, on May 28th, 2003, to award the totality of the shares in the company Empresa Nacional de Autopistas, the head company of the Grupo ENA, for the amount of 1,586.33 million euros, to this consortium, which is made up by Sacyr Vallehermoso (with a 50% stake), by the Grupo Santander (20%), Caixanova (10%), Caixa Galicia (10%), Torreal (5%) and by the Monte de Piedad y Caja de Ahorros de Huelva y Sevilla (5%).

The sales private contract was signed on June 11th, 2003, and at that time, the buying group paid 25% of the agreed price at the time of the signature of the private deed, that is, 396.6 million euros. Now, with the conversion to a public document of the private contract, it pays the remaining 1,189.7 million euros. Besides, it will have to pay 35.3 million euros due to the difference in the item shareholders' equity between the balance of reference (dated on December 31st, 2002) and the transfer balance (closed at September 30th, 2003).

The consortium which now is the owner of the company Empresa Nacional de Autopistas submitted the highest financial bid of those received on May 26th, in a sealed envelope and before a Public Notary, and which exceeded by 44% the minimum price, determined by SEPI, of 1,100 million euros. Previously it had assumed the industrial commitments set-up in the process, amongst them that the concessionaire companies of the Grupo ENA keep the concession regime to which they are subjected, which guarantees, independently of who is the holder of their shares, the contribution to the public service by the Grupo ENA.

Also it has the obligation, during a five-year period, to remain as the principal shareholder, to maintain ENAUSA's shareholders' equity, to maintain its social domicile in Spain, and of the current participations in its affiliated companies AUDASA, AUCALSA and AUTOESTRADAS, without decreasing its participation in AUDENASA, as well as the maintenance of the fixed-term staff and of the working terms and conditions. These further commitments are guaranteed through a guarantee for the amount of 6 million euros each, for a total amount of 36 million euros.

The privatization process of the company Empresa Nacional de Autopistas took place through the system of invitation to tender, whose bases were approved by SEPI's Board of Directors on November 29th, 2002. Up to 13 groups, made up by a total of 21 companies, showed their interest in taking part in the sale process, and finally, there were four groups, made up by a total of 15 companies which submitted their envelopes before a Public Notary, although one of them notified its withdrawal from the transaction.

As happens in all the privatization processes, besides the approval by the Council of Ministers, with the previous favorable report by the Consultative Board of Privatizations, the sale of the ENA Group is subjected to the control of the Intervención General de la Administración del Estado (the Office of the State Comptroller), of the Tribunal de Cuentas (Court of Auditors) and of the de la Subcomisión de Privatizaciones del Congreso (Parliament Subcommittee in charge of privatizations). Besides, the Buyers notified the transaction to the body in charge of promoting the concurrence, which gave its approval.