Empresas ICA, S.A.B. de C.V. (the Company or EMICA ) which we refer to, collectively, as the Existing Notes.

Transcription

1 LETTER OF INSTRUCTIONS TO BENEFICIAL OWNERS Empresas ICA, S.A.B. de C.V. (the Company or EMICA ) Discharge and cancellation, pursuant a Convenio Concursal, of any and all Existing Notes Principal Amount CUSIP Nos. ISIN Nos % Senior Notes due 29246D AC8 US29246DAC83 U.S.$700,000, (the 2024 Notes ) P37149 AR5 USP37149AR55 8.9% Senior Notes due D AA2 US29246DAA28 U.S.$500,000,000 (the 2021 Notes ) P37149 AN4 USP37149AN % Senior Notes due 29246D AB0 US29246DAB01 U.S.$150,000, (the 2017 Notes ) P37149 AQ7 USP37149AQ72 To Beneficial Owners of Existing Notes: which we refer to, collectively, as the Existing Notes. B-1 March 7, 2018 Enclosed for your consideration is a notice dated March 7, 2018 (the Notice ), to be considered in conjunction with this letter of instructions to beneficial owners ( Letter of Instructions to Beneficial Owners ) relating to the Convenio Concursal resulting from the Concurso Proceeding filed by the Company and the Filing Subsidiaries for the capitalization and/or restructuring of the Company s and the Filing Subsidiaries unsecured debt, including, but not limited to the Existing Notes, as more fully described in the Notice. Capitalized terms used but not otherwise defined in this Letter of Instructions to Beneficial Owners shall have the meanings ascribed to such terms in the Notice and the Letter of Transmittal. Pursuant to the Convenio Concursal, all of EMICA s and the Filing Subsidiaries recognized unsecured debt, including, but not limited to, the Existing Notes, was discharged by operation of law in accordance with Mexican law. The Existing Notes will be cancelled and the ICATEN Equity in respect of the Existing Notes will be delivered to Beneficial Owners thereof, or, if applicable, their Assignees, as described in the Notice and Letter of Transmittal. Pursuant to the Convenio Concursal, after giving effect to the forgiveness of debt approved by the creditors, holders of Existing Notes will receive for each U.S.$1,000 principal amount of the Existing Notes that they hold: (i) for the 2017 Notes, shares; (ii) for the 2021 Notes, shares; and (iii) for the 2024 Notes, shares. The percentage of ICATEN Equity initially held by holders of Existing Notes may be subject to dilution upon occurrence of certain events described in the Convenio Concursal. The ICATEN Equity was issued as certificated shares, and at this stage no application is expected to be made to register the ICATEN Equity under the U.S. Securities Act of 1933 or with the Mexican National Securities Registry (Registro Nacional de Valores) or to admit the ICATEN Equity for listing in any stock exchange. The number of shares of ICATEN Equity to be received by each Holder submitting Existing Notes will be rounded down to the nearest share and no compensation will be provided for fractional shares. If a Beneficial Owner would like to assign its ICATEN Equity to another person (the Assignee ), such Beneficial Owner must endorse its ICATEN Equity by executing the Endorsement Form attached to this Letter of Instructions to Beneficial Owners. Additionally, the Assignee must submit a request to the Secretary of ICATEN s Board of Directors to register such transaction in ICATEN s stock registry. A form for this purpose is provided in this Letter of Instructions to Beneficial Owners. If the Assignee is a Mexican tax resident, ICATEN may require additional information prior to processing the assignment. The Beneficial Owner who endorses its ICATEN Equity to an Assignee will not receive a

2 share certificate in its name representing such ICATEN Equity; such certificates will be kept by ICA for cancellation and only the Assignee will receive the ICATEN Equity in certificated form. ICATEN S BYLAWS PROVIDE CERTAIN RULES REGARDING THE TRANSFER OF SHARES TO ANY THIRD PARTY; IF A BENEFICIAL OWNER CHOOSES TO ENDORSE ITS ICATEN EQUITY, IT SHOULD SEEK ADVICE FROM LOCAL COUNSEL IN ORDER TO COMPLY WITH ICATEN S SPECIFIC RULES ON TRANSFERS OF SHARES AND FROM ITS OWN TAX CONSULTANT TO ASSESS ANY POTENTIAL TAX IMPACT IN CONNECTION WITH SUCH TRANSFER. You are urged to read the Notice and the Letter of Transmittal carefully. All terms and conditions in the Notice and the Letter of Transmittal are deemed to be incorporated into, and form a part of, this Letter of Instructions to Beneficial Owners. In order to receive the ICATEN Equity in a more expeditious way, please follow the procedure below (or otherwise follow the instructions of your broker, dealer, securities intermediary or nominee): Execute Section I - Confirmations, confirming the statements provided therein; Indicate in Section II - Amount of Existing Notes to be Cancelled the aggregate principal amount of all Existing Notes you hold through such broker, dealer, securities intermediary or nominee; Provide the relevant details about delivery instructions and about yourself, and, if applicable, the Assignee to whom you will endorse the ICATEN Equity, in Section III Instructions for Registration and Delivery of the ICATEN Equity; If you wish to assign your ICATEN Equity to an Assignee, execute the Endorsement Form in Section IV Endorsement Form and have the Assignee execute the Registration Request Form in Section V Registration Request Form; Make sure you received and reviewed the Notice and the Letter of Transmittal; If you believe you have received any incorrect or incomplete documents, including this Letter of Instructions to Beneficial Owners, contact your broker, dealer nominee or other person who sent you these materials immediately; and Return all pages of the completed Letter of Instructions to Beneficial Owners to your broker, dealer, nominee or other person who sent you these materials. In addition, complete Form W-9 if applicable; see below instruction regarding Information Reporting and Backup Withholding Information Reporting and Backup Withholding. Any payments made to a holder of Existing Notes that is a United States person for U.S. federal income tax purposes and that is receiving ICATEN Equity in respect of Existing Notes pursuant to the Concurso Mercantil plan (a U.S. holder ) may be subject to information reporting and backup withholding of U.S. federal income tax, currently at a rate of 24%. Certain U.S. holders, including corporations, are exempt from these information reporting and backup withholding tax rules. If applicable, to avoid backup withholding, U.S. holders that do not otherwise establish an exemption should complete and return an Internal Revenue Service ( IRS ) Form W-9, certifying that B-2

3 such U.S. holder is a United States person, that the taxpayer identification number ( TIN ) provided is correct and that such U.S. holder is not subject to backup withholding. If applicable, holders who are not U.S. holders may be required to complete and submit an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8, signed under penalties of perjury, attesting to the holder s non-u.s. status. Such forms may be obtained from the IRS website at If you provide an incorrect TIN or other false information, certifications or affirmations, you may be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund of any excess amounts withheld by timely filing a claim for refund with the IRS. IT IS RECOMMENDED THAT YOU DELIVER THESE INSTRUCTIONS TO YOUR BROKER, DEALER, SECURITIES INTERMEDIARY OR NOMINEE (EACH A NOMINEE ) WHO HOLDS EXISTING NOTES ON YOUR BEHALF WITH SUFFICIENT TIME SO THAT YOUR INSTRUCTIONS MAY BE PROCESSED PRIOR TO THE DEADLINE FOR DELIVERY. PLEASE CONFIRM ALL DEADLINES WITH YOUR NOMINEE. IF THE COMPLETED INSTRUCTIONS ARE NOT RECEIVED IN A TIMELY MANNER, YOUR EXISTING NOTES MAY NOT BE SUBMITTED FOR CANCELLATION PRIOR TO THE ATOP EXPIRATION DATE. IF YOU HAVE ANY QUESTIONS REGARDING THE NOTICE OR THIS LETTER OF INSTRUCTIONS TO BENEFICIAL OWNERS, PLEASE CALL THE INFORMATION AGENT AT ITS PHONE NUMBER LISTED ON THE BACK COVER OF THE NOTICE. This material is being forwarded to you as a beneficial owner of Existing Notes held by us for your account but not registered in your name. Submission of Existing Notes to reflect their cancellation may be made by us as the holder of record and only pursuant to your instructions. Accordingly, if you wish to submit your Existing Notes for cancellation and receive your proportionate share of the ICATEN Equity, please so instruct us by completing, signing and returning to us the following instruction form (or otherwise follow the instructions we provide you). B-3

4 INSTRUCTION FORM INSTRUCTIONS TO BENEFICIAL OWNERS OF EXISTING NOTES The undersigned acknowledges receipt of the Notice, the Letter of Transmittal and the enclosed material referred to therein relating to the Notice and the Letter of Transmittal, which describe the terms of the Company s Convenio Concursal, providing for delivery of the ICATEN Equity in respect of the Existing Notes. This will instruct you to submit Existing Notes that are held by you for the account of the undersigned to reflect their cancellation, upon the terms and subject to the terms and conditions set forth in the Notice and the Letter of Transmittal. All ICATEN Equity to be delivered to Beneficial Owners of Existing Notes will be issued in certificated form and will be delivered by the Information Agent via international courier. The ICATEN Equity will be issued in the name of the person and delivered to the address specified in the Letter of Transmittal delivered to the Information Agent. Section I. Confirmations I, the undersigned beneficial owner or intermediary, hereby represent, warrant and undertake to Empresas ICA, S.A.B. de C.V. and The Bank of New York Mellon, as the Trustee of the Existing Notes, the Information Agent and my custodian bank or brokerage firm holder (please sign below if you agree): (1) that I authorize and instruct it to: (a) submit for cancellation the aggregate principal amount of the Existing Notes identified in Section II (b) carry out any other actions and execute any other documents described in the Notice and Letter of Transmittal for the purposes of (a) above, and (c) deliver a Letter of Instructions to Beneficial Owners to the Information Agent, as necessary and applicable, to confirm the substance of the information contained in such; (2) that I am the relevant beneficial owner or intermediary of the Existing Notes identified herein; and (3) you are irrevocably authorized to produce this Letter of Instructions to Beneficial Owners or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. In addition, you are irrevocably authorized to deliver a copy of this Letter of Instructions to Beneficial Owners to the Information Agent for the benefit of Empresas ICA, S.A.B. de C.V. Date authorized Signature of beneficial owner or duly authorized representative B-4

5 Section II. Amount of Existing Notes to be Cancelled Please indicate in the table below the aggregate principal amount of all Existing Notes you hold, which shall be submitted for cancellation from the records of DTC. Existing Notes CUSIP Nos. ISIN Nos. Aggregate Principal Amount 2024 Notes 29246D AC8 US29246DAC83 U.S.$ 2024 Notes P37149 AR5 USP37149AR55 U.S.$ 2021 Notes 29246D AA2 US29246DAA28 U.S.$ 2021 Notes P37149 AN4 USP37149AN42 U.S.$ 2017 Notes 29246D AB0 US29246DAB01 U.S.$ 2017 Notes P37149 AQ7 USP37149AQ72 U.S.$ Total Aggregate Principal Amount of Existing Notes to be Cancelled U.S.$ B-5

6 Section III. Instructions for Registration and Delivery of the ICATEN Equity Please indicate your equity registration and address information at which the certificated shares of the ICATEN Equity shall be delivered. If you would like to endorse the ICATEN Equity to an Assignee, please check the box below indicating that you would like to endorse the ICATEN Equity to another person, provide the appropriate contact information of the Assignee, execute and attach an Endorsement Form (as provided in Section IV Endorsement Form) and attach a Registration Request Form executed by the Assignee (as provided in Section V Registration Request Form). EQUITY REGISTRATION AND DELIVERY INSTRUCTIONS Please provide your contact information, as the Beneficial Holder, for the registration of the ICATEN Equity on the records of the Company. Full Name of Beneficial Owner: (Please Print) Address 1: Address 2: City / State / ZIP Code (or equivalent): Attention: Nationality: Country of Tax Residence and Taxpayer Identification Number: Authorized employee (if Beneficial Owner is not a natural person): Name: Department: Title: Telephone number: Facsimile number: address: (Optional) Please check this box if you would like to endorse the ICATEN Equity to a person other than the Beneficial Owner (the Assignee ) and have the ICATEN Equity delivered to the Assignee. If you check this box, please (i) provide the appropriate contact information of the Assignee below for the registration of the transfer of the ICATEN Equity on the records of the Company and the delivery of the certificated shares, (ii) execute and attach an Endorsement Form (as provided in Section IV Endorsement Form) and (iii) attach a Registration Request Form executed by the Assignee (as provided in Section V Registration Request Form). B-6

7 Full Name of the Assignee: Address 1: Address 2: City / State / ZIP Code (or equivalent): Attention: Nationality: Country of Tax Residence and Taxpayer Identification Number: Authorized employee of the Assignee (if the Assignee is not a natural person): Name: Department: Title: Telephone number of the Assignee: Facsimile number of the Assignee: address of the Assignee: B-7

8 Section IV. Endorsement Form Instructions Please execute the Spanish version of the Endorsement Form (Endoso en Propiedad) below and attach it to the Letter of Instructions to Beneficial Owners. Please complete only the following items in the Endorsement Form: the name of the person in favor of whom you would like to endorse the ICATEN Equity (the Assignee ), the date, and the signature block. DO NOT COMPLETE THE IDENTIFICATION NUMBER OR THE NUMBER OF SHARES IN THE ENDORSEMENT FORM. The Company will complete this information based on the information provided in Section III Instructions for Registration and Delivery of the ICATEN Equity of this Letter of Instructions to Beneficial Owners, Part III - Information Regarding Delivery of the ICATEN Equity of the Letter of Transmittal and the certificated shares issued by the Company. Additionally, the Assignee must submit a request to the Secretary of ICATEN s Board of Directors to register such transaction in ICATEN s stock registry. A Registration Request Form is provided in Section V Registration Request Form of this Letter of Instructions to Beneficial Owners for this purpose. If you have any questions regarding the Form of Endorsement or the Registration Request Form, you may contact the Secretary of ICATEN s Board of Directors at the following: ICA Tendedora, S.A. de C.V. Avenida Patriotismo 201, 6th Floor Col. San Pedro de los Pinos, Del. Benito Juárez Ciudad de México, México Attention: Rodolfo Noble Medina Phone Number: Ext rodolfo.noble@ica.mx With a copy to: José Bernardo Casas Godoy bernardo.casas@ica.mx Upon receipt of the properly completed and executed Letter of Transmittal, with an Endorsement Form executed by the Beneficial Owner and a Registration Request Form executed by the Assignee attached, the Company will issue certificated shares of ICATEN Equity in the name of the Beneficial Owner. The Company will then proceed to cancel the Beneficial Owner s certificated shares and issue new certificated shares in the name of the Assignee. The Information Agent will deliver the certificated shares via international courier only to the Assignee based on the information provided in Section III - Instructions for Registration and Delivery of the ICATEN Equity of this Letter of Instructions to Beneficial Owners. If the Assignee is a Mexican tax resident, you should contact the Secretary of ICATEN s Board of Directors. ICATEN may require additional information prior to processing the assignment. B-8

9 English Translation (for informational purposes only) Pursuant to article 29 of the Mexican General Law of Credit Instruments and Transactions (Ley General de Títulos y Operaciones de Crédito), and pursuant to the rules and procedures for transfers provided in the bylaws of ICA Tenedora, S.A. de C.V., I hereby endorse this share certificate, in favor of, identified as number representing series A common shares with no par value representative of the capital stock of ICA TENEDORA, S.A. DE C.V., 20 Name: Title: Legal Representative THIS ENGLISH TRANSLATION OF THE ENDORSEMENT FORM IS FOR INFORMATIONAL PURPOSES ONLY. IN ORDER FOR AN ENDORSERMENT TO BE VALID, YOU MUST EXECUTE THE SPANISH VERSION OF THE ENDORSEMENT FORM (ENDOSO EN PROPIEDAD) PROVIDED BELOW. B-9

10 Endoso en Propiedad De conformidad con lo dispuesto por el artículo 29 de la Ley General de Títulos y Operaciones de Crédito, así como lo previsto en los estatutos sociales de ICA Tenedora, S.A. de C.V., por medio del presente endoso en propiedad en favor de, el presente título definitivo identificado con el número que representa acciones ordinarias, nominativas, de la Serie A, sin expresión de valor nominal, representativas del capital social de ICA TENEDORA, S.A. DE C.V., 20 Nombre: Cargo: Representante Legal B-10

11 Section V. Registration Request Form Instructions If a Beneficial Owner chooses to endorse its ICATEN Equity to an Assignee, the Assignee must submit a Registration Request Form, requesting that the Secretary of ICATEN s Board of Directors register such transaction in ICATEN s stock registry. Please have the Assignee complete and execute the Registration Request Form below and attach the executed Registration Request Form to the Letter of Instructions to Beneficial Owners. If you have any questions regarding the Registration Request Form, you may contact the Secretary of ICATEN s Board of Directors, as provided in Section IV Endorsement Form of this Letter of Instructions to Beneficial Owners. Upon receipt of the properly completed and executed Letter of Transmittal, with an Endorsement Form executed by the Beneficial Owner and a Registration Request Form executed by the Assignee attached, the Company will issue certificated shares of ICATEN Equity in the name of the Beneficial Owner. The Company will then proceed to cancel the Beneficial Owner s certificated shares and issue new certificated shares in the name of the Assignee. The Information Agent will deliver the certificated shares via international courier only to the Assignee based on the information provided in Section III - Instructions for Registration and Delivery of the ICATEN Equity of this Letter of Instructions to Beneficial Owners. B-11

12 Registration Request Form, 2018 ICA Tendedora, S.A. de C.V. Avenida Patriotismo 201, Piso 6 Col. San Pedro de los Pinos, Del. Benito Juárez Ciudad de México, México Atención: José Bernardo Casas Godoy Miembro del Consejo Rodolfo Noble Medina Secretario Por la presente notifico a ICATEN la transmisión de acciones realizada el de de 2018, que se llevó a cabo entre (el Accionista ) como cedente y (el Cesionario ) en calidad de cesionario, en virtud de la cual el Accionista, transmitió a favor del Cesionario la totalidad de las acciones representativas del capital social de ICATEN de las que era titular dicho Accionista al día de la transmisión. Adjunto a la presente, sírvase encontrar copia del correspondiente endoso en propiedad a favor del Cesionario. En virtud de lo anterior, solicito a ustedes realizar la inscripción de la transmisión de acciones que nos ocupa en el Libro de Registro de Acciones de ICATEN. Atentamente, Cesionario Nombre: Cargo:, 2018 ICA Tendedora, S.A. de C.V. Avenida Patriotismo 201, 6th Floor Col. San Pedro de los Pinos, Del. Benito Juárez Ciudad de México, México Attention: José Bernardo Casas Godoy Board Member Rodolfo Noble Medina Secretary I hereby notify ICATEN of the transfer of shares made on the of of 2018, between (the Beneficial Owner ) as the assignor and (the Assignee ) as the assignee, under which the Beneficial Owner assigned in favor of the Assignee all shares representing the capital stock of ICATEN that such Beneficial Owner held as of the date of the transfer. Attached to this notice please find a copy of the corresponding endorsement in favor of the Assignee. By virtue of the foregoing, I kindly request that you register the above mentioned transfer of shares in the Shareholders Register of ICATEN. Sincerely, Assignee Name: Title: B-12

13 ISSUER Empresas ICA, S.A.B. de C.V. Avenida Patriotismo 201 Col. San Pedro de los Pinos, Del. Benito Juárez Ciudad de México, México LEGAL ADVISORS To the Company As to U.S. Federal and New York Law: Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York U.S.A. As to Mexican Law: Cervantes Sainz Torre del Bosque Blvd. M. Avila Camacho 24 Piso 20 Lomas de Chapultepec Ciudad de México, México INDEPENDENT ACCOUNTANTS OF THE ISSUER Galaz, Yamazaki, Ruiz Urquiza, S.C. Rio Lerma 232 Cuauhtemoc, Z.C Ciudad de México, México TRUSTEE, REGISTRAR, PRINCIPAL PAYING AGENT AND TRANSFER AGENT The Bank of New York Mellon 101 Barclay Street, Floor 7E New York, NY U.S.A. INFORMATION AGENT Kurtzman Carson Consultants LLC 1290 Avenue of the Americas, 9th Floor New York, New York United States of America Attention: Empresas ICA LUXEMBOURG LISTING AGENT, PAYING AGENT AND TRANSFER AGENT The Bank of New York Mellon (Luxembourg) S.A. 2-4 rue Eugene Ruppert Vertigo Building Polaris L-2453 Luxembourg Luxembourg

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