26 September 2016
Notice to Holders of Notes
Notice to holders of the outstanding:
Abengoa, S.A. ("Abengoa")
€250,000,000 4.50 per cent. Senior Unsecured Convertible Notes due 2017
€400,000,000 6.25 per cent. Senior Unsecured Convertible Notes due 2019
(Regulation S Notes ISIN: XS0875275819; Rule 144A Notes ISIN: XS0875624925)
U.S.$279,000,000 5.125 per cent. Exchangeable Notes due 2017
(Regulation S Notes ISIN: XS1196424698; Rule 144A Notes ISIN: US00289RAD44)
€500,000,000 8.50 per cent. Notes due 2016
Abengoa Finance, S.A.U. ("Abengoa Finance")
$650,000,000 8.875% Senior Notes due 2017
(Regulation S Notes ISIN: USE0002VAC84; Rule 144A Notes ISIN: US00289RAA05)
Abengoa Finance, S.A.U.
€550,000,000 8.875% Senior Notes due 2018
(Regulation S Notes ISIN: XS0882237729; Rule 144A Notes ISIN: XS0882238024)
Abengoa Greenfield, S.A. ("Abengoa Greenfield" and, together with Abengoa and Abengoa Finance, the "Issuers")
€265,000,000 5.50% Senior Notes due 2019
(Regulation S Notes ISIN: XS1113021031; Rule 144A Notes ISIN: XS1113024563)
Abengoa Greenfield, S.A.
$300,000,000 6.50% Senior Notes due 2019
(Regulation S Notes ISIN: USE00020AA01; Rule 144A Notes ISIN: US00289WAA99)
Abengoa Finance, S.A.U.
$450,000,000 7.75% Senior Notes due 2020
(Regulation S Notes ISIN: USE0000TAE13; Rule 144A Notes ISIN: US00289VAB99)
Abengoa Finance, S.A.U.
€375,000,000 7.00% Senior Notes due 2020
(Regulation S Notes ISIN: XS1219438592; Rule 144A Notes ISIN: XS1219439137)
Abengoa Finance, S.A.U.
€500,000,000 6.00% Senior Notes due 2021
(Regulation S Notes ISIN: XS1048657800; Rule 144A Notes ISIN: XS1048658105)
(collectively, the "Notes" and the respective holders thereof, collectively, the "Noteholders")
Further to the notices given on 26 and 30 November 2015, 22 and 29 December 2015, 14, 18 and 31 March 2016, 8 April 2016 and 4 and 6 May 2016, notice is hereby given in respect of, and each of the Issuers draws the attention of the Noteholders to, the relevant fact (hecho relevante) filed by Abengoa with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) ("CNMV") on 24 September 2016, a copy of which is set out in Annex 1 to this Notice, and the matters described therein.
For the purposes of engagement by a committee of noteholders regarding the matters referred to herein, communications should be directed to:
Paseo de la Castellana 43
Telephone: +34 95 493 71 11
Attention: Irene Sanchez Aizpurua and Izaskun Artucha Corta
Email: [email protected]
Abengoa, S.A. ("Abengoa" or the "Company"), pursuant to article 228 of the Restated Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October (el Texto Refundido de la Ley del Mercado de Valores, aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), informs the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) of the following:
Following the Significant Events announced on August 11th 2016 (official registry number 242039) and August 16th (official registry number 242091) by the Company announcing the terms and conditions of the financial restructuring proposal and an update of its viability plan. In relation to such proposal, the Restructuring Agreement is made available to the financial creditors of the Company. The Restructuring Agreement has today been signed and granted by public deed before the Notary public of Madrid, Mr. José Miguel García Lombardía by the Company, a group of its subsidiaries with debt that is subject to the restructuring and a group of financial creditors that will also be participating in the new money and new bonding facilities. The accession period to the Restructuring Agreement will now open for the remaining financial creditors. Once the accession period is finalized and after obtaining the support of creditors representing at least 75% of financial liabilities, as required by Spanish Brankruptcy Law, judicial approval (homologación judicial) of the Restructuring Agreement will be applied for, so that the Standard Restructuring Terms (debt reduction of 97% of its nominal value in most of the debtor companies, while keeping the remaining nominal value after the reduction with a ten-year maturity from the date on which the restructuring is completed, with no annual coupon or option for capitalization) are applied to those unsecured creditors of the Company and of Spanish subsidiaries with debt subject to the financial restructuring, that did not accede to the Restructuring Agreement or that, having done so, did not specifically choose the Alternative Restructuring Terms that, in summary, consist of:
- Capitalisation of 70% of preexisting debt in exchange for 40% of Abengoa's new share capital post restructuring.
- The remaining 30% of the nominal value of the preexisting debt will be refinanced through new debt instruments, replacing the preexisting ones, which will rank as senior or junior depending on whether or not such creditor participates in the new money facilities or new bonding facilities. Such instruments will have maturities of 66 and 72 months respectively, with the possibility of an extension of up to 24 months, accruing annual interest of 1.50% (0.25% cash payment and 1.25% Pay If You Can). The junior instrument could be subject to additional reductions (provided that total reduction does not exceed 80% of the nominal value prior to the capitalization) if the aggregate amount of refinanced preexisting debt (after the aforementioned capitalization) exceeds 2,700 million euros due to the crystallization of contingencies.
Once the homologation request has been filed, the following procedures in the United States and the United Kingdom will be initiated:
- A Company Voluntary Arrangement ("CVA") in England and Wales at the request of Abengoa Concessions Investments Limited in accordance with Part I of the English Insolvency Act 1986; and
- Various procedures under Chapter 11 ("Chapter 11") of the U.S. Bankruptcy Code at the request of various subsidiaries incorporated in the United States.
Both the CVA and the Chapter 11 procedures have the objective of extending the Standard Restructuring Terms described previously to the liabilities of the companies promoting the procedures for those creditors that have not acceded to the Restructuring Agreement.
For these purposes, the Company announces the procedure for the accession of the financial creditors to the Restructuring Agreement:
The Company requests the beneficial owners of the debt securities listed below their accession to the Restructuring Agreement through an Electronic Instruction (for securities held in Euroclear/Clearstream) or Form Sub-Proxy (for securities held in DTC) to be delivered through the custodian entities where the securities are deposited. To this effect, Lucid Issuer Services Limited will provide a Restructuring Accession Notice including the necessary instructions for submission of the Electronic Instruction and the Form of Sub-Proxy. For assistance in relation to the accession process, noteholders can contact Lucid Issuer Services Limited ([email protected]).
1) The affected bond issues are the following:
(i) Abengoa, S.A.'s €500,000,000 8.50 per cent. Notes due 2016 (ISIN: XS0498817542);
(ii) Abengoa, S.A.'s €250,000,000 4.50% Senior Unsecured Convertible Notes due 2017 (ISIN: XS0481758307);
(iii) Abengoa, S.A.'s €400,000,000 6.25% Senior Unsecured Convertible Notes due 2019 (Rule 144A Notes ISIN: XS0875624925; Regulation S Notes ISIN: XS0875275819);
(iv) Abengoa, S.A.'s US$279,000,000 5.125% Exchangeable Notes due 2017 (Rule 144A Notes ISIN: US00289RAD44, CUSIP: 00289RAD4; Regulation S Notes ISIN: XS1196424698);
(v) Abengoa Finance, S.A.U.'s US$650,000,000 8.875% guaranteed Senior Notes due 2017 (Rule 144A Notes ISIN: US00289RAA05, CUSIP: 00289RAA0; Regulation S Notes ISIN: USE0002VAC84, CUSIP: E0002VAC8);
(vi) Abengoa Finance, S.A.U.'s €550,000,000 8.875% guaranteed Senior Notes due 2018 (Rule 144A Notes ISIN: XS0882238024; Regulation S Notes ISIN: XS0882237729);
(vii) Abengoa Greenfield, S.A.'s €265,000,000 5.500% guaranteed Senior Notes due 2019 (Rule 144A Notes ISIN: XS1113024563; Regulation S Notes ISIN: XS1113021031);
(viii) Abengoa Greenfield, S.A.'s US$300,000,000 6.500% guaranteed Senior Notes due 2019 (Rule 144A Notes ISIN: US00289WAA99, CUSIP: 00289WAA9; Regulation S Notes ISIN: USE00020AA01, CUSIP: E00020AA0);
(ix) Abengoa Finance, S.A.U.'s US$450,000,000 7.750% guaranteed Senior Notes due 2020 (Rule 144A Notes ISIN: US00289VAB99, CUSIP: 00289VAB9; Regulation S Notes ISIN: USE0000TAE13, CUSIP: E0000TAE1);
(x) Abengoa Finance, S.A.U.'s €375,000,000 7.000% guaranteed Senior Notes due 2020 (Rule 144A Notes ISIN: XS1219439137; Regulation S Notes ISIN: XS1219438592); and
(xi) Abengoa Finance, S.A.U.'s €500,000,000 6.000% guaranteed Senior Notes due 2021 (Rule 144A Notes ISIN: XS1048658105; Regulation S Notes ISIN: XS1048657800)).
2) The following notes issued under the Company's €750,000,000 Euro-Commercial Paper Programme:
(i) Series ECP283 US$3,800,000 due 25 November 2015 (ISIN: XS1196382839);
(ii) Series ECP318 US$1,500,000 due 25 November 2015 (ISIN: XS1239396895);
(iii) Series ECP321 €2,250,000 due 2 December 2015 (ISIN: XS1242834932);
(iv) Series ECP322 €1,100,000 due 3 December 2015 (ISIN: XS1243179162);
(v) Series ECP294 €1,104,000 due 10 December 2015 (ISIN: XS1201913495);
(vi) Series ECP323 €4,400,000 due 10 December 2015 (ISIN: XS1247744383);
(vii) Series ECP324 €1,000,000 due 15 December 2015 (ISIN: XS1249252666);
(viii) Series ECP298 US$1,000,000 due 23 December 2015 (ISIN: XS1209360855);
(ix) Series ECP328 €2,000,000 due 23 December 2015 (ISIN: XS1253503053);
(x) Series ECP340 €2,800,000 due 23 December 2015 (ISIN: XS1271714914);
(xi) Series ECP330 €1,100,000 due 8 January 2016 (ISIN: XS1257888401);
(xii) Series ECP331 €5,100,000 due 8 January 2016 (ISIN: XS1258490082);
(xiii) Series ECP333 €1,200,000 due 12 January 2016 (ISIN: XS1260014797);
(xiv) Series ECP337 US$1,000,000 due 15 January 2016 (ISIN: XS1263899905);
(xv) Series ECP302 €9,960,000 due 15 January 2016 (ISIN: XS1219497333);
(xvi) Series ECP339 €2,500,000 due 26 January 2016 (ISIN: XS1267806138);
(xvii) Series ECP278 €1,160,000 due 3 February 2016 (ISIN: XS1184867650);
(xviii) Series ECP311 €1,000,000 due 5 February 2016 (ISIN: XS1228344922);
(xix) Series ECP292 €1,000,000 due 4 March 2016 (ISIN: XS1200239421);
(xx) Series ECP296 €1,000,000 due 16 March 2016 (ISIN: XS1206963511);
(xxi) Series ECP319 €1,000,000 due 30 March 2016 (ISIN: XS1239742122);
(xxii) Series ECP320 €5,000,000 due 1 April 2016 (ISIN: XS1242409131);
(xxiii) Series ECP307 €1,105,000 due 22 April 2016 (ISIN: XS1225018255);
(xxiv) Series ECP326 €1,200,000 due 16 June 2016 (ISIN: XS1250987465);
(xxv) Series ECP327 €2,100,000 due 21 June 2016 (ISIN: XS1252901241);
(xxvi) Series ECP329 €1,000,000 due 29 June 2016 (ISIN: XS1255422989);
(xxvii) Series ECP338 €1,450,000 due 19 July 2016 (ISIN: XS1265172202)
3) The following notes issued under the Company's Senior Unsecured Programme for the issuance of Notes by Specified Issuers unconditionally and irrevocably guaranteed by Abengoa, S.A:
(i) Series 1 EUR €5,000,000 due 10 December 2019 (ISIN: XS1120399966);
(ii) Series 2 EUR €5,800,000 due 8 December 2017 (ISIN: XS1124473775)
(iii) Series 3 EUR €15,000,000 due 2019 (ISIN: XS1131168541);
(iv) Series 4 EUR €15,000,000 due 2017 (ISIN: XS1131445642);
(v) Series 5 EUR €20,000,000 due 2019 (ISIN: XS1133663382);
(vi) Series 6 EUR €5,000,000 due 2017 (ISIN: XS1135339197);
(vii) Series 7 EUR €15,000,000 due 2019 (ISIN: XS1139081654);
(viii) Series 8 EUR €25,000,000 due 2020 (ISIN: XS1172106772);
(ix) Series 9 EUR €19,200,000 due 2020 (ISIN: XS1173996569);
(x) Series 10 EUR €22,000,000 due 2020 (ISIN: XS1187075590);
(xi) Series 11 EUR €5,000,000 due 2018 (ISIN: XS1187092843);
(xii) Series 12 EUR €40,000,000 due 2020 (ISIN: XS1193921878);
(xiii) Series 13 EUR €8,000,000 due 2020 (ISIN: XS1196276130);
(xiv) Series 14 EUR €15,000,000 due 2018 (ISIN: XS1198227693);
(xv) Series 15 EUR €29,000,000 due 2020 (ISIN: XS1204187857);
(xvi) Series 16 EUR €5,000,000 due 2020 (ISIN: XS1210086028);
(xvii) Series 17 EUR €15,000,000 due 2020 (ISIN: XS1226308119);
(xviii) Series 18 EUR €15,000,000 due 2020 (ISIN: XS1230124536);
(xix) Series 19 EUR €15,000,000 due 2020 (ISIN: XS1240754322);
(xx) Series 20 EUR €5,000,000 due 2020 (ISIN: XS1244565419);
(xxi) Series 21 EUR €15,000,000 due 2020 (ISIN: XS1246145111);
(xxii) Series 22 EUR €15,000,000 due 2020 (ISIN: XS1249376804);
(xxiii) Series 23 EUR €21,000,000 due 2020 (ISIN: XS1252235673);
(xxiv) Series 24 EUR €5,000,000 due 2020 (ISIN: XS1265216421)
Pursuant to the Restructuring Accession Notice the deadline for submission by the beneficial owners of instructions to enter into, and therefore, sign and execute, the Restructuring Agreement is 6 a.m. (Spanish time) on October 25th 2016, unless extended.
Remaining financial creditors
The accession period will be open from September 26th, 2016 until October 25th, 2016. Accessions shall be formalized in public deed, granted by duly authorised person on behalf the relevant creditor, which shall be granted before the Notary Public of Madrid, Mr. José Miguel García Lombardía (with Notarial offices at calle José Ortega y Gasset 5, primero izquierda, with telephone number 91 7817170) with previous appointment, between 9:30 a.m. and 7 p.m. every business day and up until 2 p.m. during bank holidays in Madrid. The deed for accession will be available for financial creditors at the aforementioned Notarial offices. For more information on timetables and appointments, please direct yourselves to the Notarial offices.
Financial creditors can also accede to the Restructuring Agreement by an accession deed granted before any notary public of its place of residence in Spain, in which case, you should request the notary public authorizing the documentation to send a signed copy of the public deed to the Notary authorizing the Restructuring Agreement, that is, Mr. José Miguel García Lombardía.
For any clarifications regarding this matter you can contact the Company through the following email address: [email protected] or at 0034 954 93 71 11.
Seville, September 24th , 2016
This communication contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and information currently available to Abengoa. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology and include the statements above with respect to the Company´s intention to continue working on the grounds of the restructuring agreement reached with a certain group of its principal financial creditors (as announced by the Company in its regulatory announcements (hechos relevantes) published through the CNMV on 10 and 16 March 2016 and 11 and 16 August 2016), in order to execute the relevant restructuring agreement. In particular, this communication contains financial plans and projections for various future periods and as of future dates. Such statements reflect the current views of Abengoa with respect to future events and are subject to risks, uncertainties and assumptions about Abengoa and its subsidiaries and investments, including, among other things, the development of Abengoa's business, trends in its operating industry, and future capital expenditures. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections, expectations, estimates or prospects in this communication should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in this communication. Many factors could cause the actual results, performance or achievements of Abengoa to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: Abengoa's substantial short- and medium-term liquidity requirements; Abengoa's inability to complete its enhanced asset disposal plan by the end of 2016; Abengoa's inability to realize the anticipated strategic and financial benefits from its joint venture with EIG; Abengoa's substantial indebtedness; Abengoa's ability to generate cash to service its indebtedness; changes in general economic, political, governmental and business conditions globally and in the countries in which Abengoa does business; changes in interest rates; changes in inflation rates; changes in prices; decreases in government expenditure budgets and reductions in government subsidies; changes to national and international laws and policies that support renewable energy sources; inability to improve competitiveness of Abengoa's renewable energy services and products; decline in public acceptance of renewable energy sources; legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; Abengoa's substantial capital expenditure and research and development requirements; management of exposure to credit, interest rate, exchange rate and commodity price risks; the termination or revocation of Abengoa's operations conducted pursuant to concessions; reliance on third-party contractors and suppliers; acquisitions or investments in joint ventures with third parties; unexpected adjustments and cancellations of Abengoa's backlog of unfilled orders; inability to obtain new sites and expand existing ones; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of Abengoa's plants; insufficient insurance coverage and increases in insurance cost; loss of senior management and key personnel; unauthorized use of Abengoa's intellectual property and claims of infringement by Abengoa of others intellectual property; and changes in business strategy. The risk factors and other key factors that Abengoa has indicated in its past and future filings and reports, including those with the U.S. Securities and Exchange Commission, could adversely affect Abengoa's business and financial performance. Abengoa undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, new events or any other type of development.
This communication does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
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