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24 March 2025

OHLA Faces Internal Crisis Amid Allegations Of Misconduct

The Spanish construction company experiences turbulence as board reviews and stock prices plunge due to insider trading accusations.

After months of mounting investor optimism, Spanish construction firm OHLA is facing an alarming wave of internal strife and market instability. Just recently, the company's stock had shown promise, breaking through the resistance level of 0.5134 euros with the potential to reach as high as 0.5732 euros. However, this positive trend was abruptly halted as the stock price plummeted by approximately 8.5% on March 24, 2025, coinciding with the opening of the Spanish stock market, putting further pressure on the company's already precarious situation.

The turmoil within OHLA's boards was ignited after allegations of insider trading against a board member surfaced, creating a tumultuous environment reminiscent of a corporate civil war. In a report from February, the Comisión Nacional de Mercados de Valores (CNMV) flagged the actions of Antonio Almansa, a recent addition to the board who had connections to rival stakeholders, including one José Elías. Almansa's questionable stock sales, which occurred just prior to a significant drawdown of bank guarantees, have sparked an investigation into insider trading practices within the company.

This internal chaos comes on top of serious scrutiny regarding OHLA's CEO, Tomás Ruiz, who was appointed in October 2024. A separate investigation has emerged concerning Ruiz, who is embroiled in a series of legal challenges linked to alleged mishandling of federal funds during his tenure as Secretary of Finance of Veracruz. It was reported that Ruiz potentially misappropriated nearly 450 million pesos (around 20 million euros). Although he was acquitted of one related charge in March 2021, he still faces significant legal threats, potentially leading to a 14-year prison sentence.

The advisories coming from within the board, particularly from the Comisión de Nombramientos y Retribuciones (CNR), indicate a serious review of executive suitability under ongoing circumstances. These evaluations, especially towards Ruiz, highlight concerns over maintaining corporate integrity and governance amid such liabilities.

People inside OHLA, aware of the precariousness of Ruiz's position, are calling for a more comprehensive probe into the suitability of all its board members following January's two capital increases. The scrutiny has intensified with Ruiz facing inquiries that reportedly did not consider the judicial issues he'd been entangled in when he was appointed CEO. The Mexican businessmen, Luis and Mauricio Amodio, who control a 20% stake in the company, expressed their dissatisfaction with the current leadership structure, as they consider the implications of potentially ongoing legal challenges to be detrimental to OHLA's reputation.

In a significant realm of corporate governance principles, the regulations governing board members have clear stipulations surrounding disclosures related to any indictments or investigations that could jeopardize reputable standing. This procedural governance soundly indicates that board members must keep their peers updated regarding any legal troubles that might pertain to their roles within the organization.

This internal strife is compounded by external pressures, mainly from precedents set by rumors of new capital increases that have now become a source of contention with potential hurdles on price and share dilution. Elías has proposed a plan to raise 50 million euros through convertible bonds issued solely to existing board members, which is met with fierce resistance from the Amodio faction, which warns against further dilution to minority shareholders.

The impending review of all board members, particularly focusing on Almansa and Ruiz, is further complicated by rumors of deteriorating financial prospects for the construction giant, raising concerns about whether further dilution of shares is worth risk now. If the stock falls below the critical support level of 0.4290 euros, predictions indicate a potential drop to as low as 0.33 euros, raising alarms among stakeholders.

The shattering of investor confidence, combined with these allegations of financial misconduct—particularly those against Almansa relating to insider dealing—could besiege OHLA entirely. As per sources, the company, under growing scrutiny, is racing against time to ensure governance improvements are solidified through interim evaluations of board leadership integrity.

While the company previously managed to avoid an insolvency crisis through strategic efforts and capital infusions, with so much upheaval now at the helm, the stakes are even higher. The alignment of both organized leadership and market confidence will ultimately prove critical for OHLA’s sustained operational viability.

As OHLA attempts to navigate one of its darkest periods, both internal and external stakeholders will be watching closely to gauge how effectively its leadership resolves the pile of red flags on the table. Investors and observers alike are eager for a definitive plan to stabilize both the stock price and the internal governance structure of this once-prominent construction firm, as it faces a watershed moment of potential turnaround or turmoil.