SEPI Sociedad Estatal de Participaciones Industriales

The Chairperson of the state-owned industrial holding company Sociedad Estatal de Participaciones Industriales (SEPI), Mr. Ramón Aguirre, has given details in the Lower House of Parliament about the reorganization and sale of shares which took place last year within the AIRBUS Group (the former EADS).

SEPI’s Chairperson has described as vital the presence of the Spanish State in the shareholders agreement, together with the French State and the German State. “As a result of the shareholding reorganization, the Spanish State not only achieved an important income for the sale of the shares, but also it has maintained its rights and it has achieved guaranteeing the protection of Spain’s interests in the aerospace industry, especially with regard to the industrial, the workload and the employment capabilities” he stated.

Mr. Aguirre explained in full detail the causes and effects of the new agreement among the shareholders, which is made up by three States; the Spanish State, through SEPI; the French State, through SOGEPA; and the German State, through KfW.

Mr. Aguirre referred to the end of 2012, “when as a result of the intention of the private shareholders of the old shareholders agreement among the majority shareholders of the AIRBUS GROUP (Daimler and Lagardere) of divesting their shareholdings, it became necessary to negotiate a reorganization of the old shareholding agreement making possible those exits and giving entry to the German State through the state-owned bank KfW”.

According to SEPI’s Chairperson, “in order to carry out this transaction, it was necessary to adapt the shareholders agreement to European Union law and to its development by the Netherland’s takeover law, as it stipulates the maintenance below 30% the joint participation of the voting rights”. “Taking into account the participation which the States held until then, it was agreed that the participation were of 12% for the German State, 12% for the French State, and of 4% for the Spanish State” he added.

Multiparty Agreement

The mechanism for carrying out the shareholding reorganization and the exit of the private shareholders resulted in the signing on December 5th, 2012 of the so-called “Multiparty Agreement”, which set forth the commitments of the new shareholders agreement and the streamlining and normalization of the Company’s corporate governance system, such as for instance, the make up of the new Board of Directors (12 Members, included one Spanish Director), the balance among the European nations in which the AIRBUS Group has industrial facilities, the setting of a maximum limit of 15% of the Company’s capital which can be held by any shareholder, or the adoption of the most important decisions by a majority of the Board and the inexistence of a veto capacity on the part of any shareholder.

Once the agreements had been authorized by the Extraordinary Shareholders Meeting of AIRBUS Group on March 2013, the transaction began to proceed with the deposit in a Dutch foundation of 1.15% and 0.36% of AIRBUS’ shares, which were placed for the amounts of 380 M€ and 125.77 M€, respectively, in two sales made in April and June 2013. Currently, SEPI holds in the AIRBUS Group (former EADS) a 4.12% shareholding participation.