Source - RNS
RNS Number : 8027K
Abengoa S.A.
26 September 2016
 

Abengoa, S.A., Abengoa Finance, S.A.U., Abengoa Greenfield, S.A. and Abengoa Greenbridge, S.A.U. Announce Restructuring Invitation in Respect of their Outstanding Bonds

26 September 2016

Abengoa, S.A. ("Abengoa"), Abengoa Finance, S.A.U. ("Abengoa Finance"), Abengoa Greenfield, S.A. ("Abengoa Greenfield") and Abengoa Greenbridge, S.A.U. ("Abengoa Greenbridge" and, together with Abengoa, Abengoa Finance and Abengoa Greenfield, the "Issuers") have today announced an invitation to each of the Beneficial Owners of the Notes (the "Restructuring Invitation") listed below to enter into, and therefore, sign and execute, a restructuring agreement (the "Restructuring Agreement") in accordance with the terms and conditions set out in the restructuring accession notice dated 26 September 2016 (the "Restructuring Accession Notice") in respect of:

(a)        Abengoa's €500,000,000 8.50 per cent. Notes due 2016 (of which all remain outstanding) (ISIN: XS0498817542);

(b)        Abengoa's €250,000,000 4.50% Senior Unsecured Convertible Notes due 2017 (€5,600,000 of which remain outstanding) (ISIN: XS0481758307);

(c)        Abengoa's €400,000,000 6.25% Senior Unsecured Convertible Notes due 2019 (of which €161,600,000 remain outstanding) (Rule 144A Notes ISIN: XS0875624925; Regulation S Notes ISIN: XS0875275819);

(d)        Abengoa's US$279,000,000 5.125% Exchangeable Notes due 2017 (of which US$600,000 remain outstanding) (Rule 144A Notes ISIN: US00289RAD44, CUSIP: 00289RAD4; Regulation S Notes ISIN: XS1196424698);

(e)        Abengoa Finance's US$650,000,000 8.875% guaranteed Senior Notes due 2017 (of which all remain outstanding) (Rule 144A Notes ISIN: US00289RAA05, CUSIP: 00289RAA0; Regulation S Notes ISIN: USE0002VAC84, CUSIP: E0002VAC8);

(f)         Abengoa Finance's €550,000,000 8.875% guaranteed Senior Notes due 2018 (of which all remain outstanding) (Rule 144A Notes ISIN: XS0882238024; Regulation S Notes ISIN: XS0882237729);

(g)        Abengoa Greenfield's €265,000,000 5.500% guaranteed Senior Notes due 2019 (of which all remain outstanding) (Rule 144A Notes ISIN: XS1113024563; Regulation S Notes ISIN: XS1113021031);

(h)        Abengoa Greenfield's US$300,000,000 6.500% guaranteed Senior Notes due 2019 (of which all remain outstanding) (Rule 144A Notes ISIN: US00289WAA99, CUSIP: 00289WAA9; Regulation S Notes ISIN: USE00020AA01, CUSIP: E00020AA0);

(i)         Abengoa Finance's US$450,000,000 7.750% guaranteed Senior Notes due 2020 (of which all remain outstanding) (Rule 144A Notes ISIN: US00289VAB99, CUSIP: 00289VAB9; Regulation S Notes ISIN: USE0000TAE13, CUSIP: E0000TAE1);

(j)         Abengoa Finance's €375,000,000 7.000% guaranteed Senior Notes due 2020 (of which all remain outstanding) (Rule 144A Notes ISIN: XS1219439137; Regulation S Notes ISIN: XS1219438592);

(k)        Abengoa Finance's €500,000,000 6.000% guaranteed Senior Notes due 2021 (of which all remain outstanding) (Rule 144A Notes ISIN: XS1048658105; Regulation S Notes ISIN: XS1048657800);

(l)         the following notes issued under Abengoa'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); and

(xxvii) Series ECP338 €1,450,000 due 19 July 2016 (ISIN: XS1265172202); and/or

(m)       the following notes issued under Abengoa's Up to €425,000,000 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); and/or

(xxiv)  Series 24 EUR €5,000,000 due 2020 (ISIN: XS1265216421).

Capitalised terms used in this announcement have the same meaning ascribed to them in the relevant Fiscal Agency Agreement, Indenture or Subscription Agreement or, as the case may be, the Restructuring Accession Notice.

 

 

Background to the Restructuring Proposal

The Issuers are pleased to announce that they have agreed with a certain group of their principal financial creditors on the terms and conditions of the overall restructuring of the Existing Financial Indebtedness of the Obligors which is required in accordance with the Viability Plan for the continuity of the Group as a going concern, all as more fully described in the Restructuring Agreement attached to the Restructuring Accession Notice as Schedule 2. Subject to obtaining the support of the requisite majorities of financial creditors as established under applicable laws and regulations, Abengoa understands that certain of its creditors holding financial claims intend to apply for judicial confirmation (homologación judicial) of the Restructuring Agreement (the "Homologation"). In accordance with the provisions set out in the Fourth Additional Provision of the Spanish Insolvency Law, as amended on 8 March 2014, subject to the requisite majorities, the Homologation will be binding upon all the relevant creditors of financial debt (pasivo financiero), including those who do not enter into the Restructuring Agreement. In addition, and shortly after the Homologation Filing Date, Abengoa intends to apply for:

(i)         local recognition procedures in respect of the Homologation in relevant jurisdictions, as described in the Restructuring Agreement, pursuant to the Recognition Proceedings;

(ii)        approval by the ACIL Guarantee Creditors to extend the Standard Restructuring Terms to the ACIL Guarantee Debt of the Non-Consenting Creditors pursuant to the ACIL CVA and local recognition procedures with respect to the ACIL CVA; and

(iii)       the approval of the Chapter 11 Plan by the U.S. Bankruptcy Court pursuant to which the Non-Spanish Debt to be Restructured owed by the Go Forward Chapter 11 Companies will be restructured.

Restructuring Invitation

The Issuers are therefore requesting that instructions be submitted by Beneficial Owners of the Notes in respect of their respective series of Notes, and pursuant to which such Beneficial Owners of the Notes shall instruct the Relevant Legal Owner to appoint the Tabulation Agent as proxy of such Relevant Legal Owner, to enter into, and therefore, sign and execute, pursuant to such instructions received from the Beneficial Owners of the Notes, the Restructuring Agreement (and any ancillary documents in connection with the Restructuring Agreement) as a private or public document, and appear before a Spanish public notary in order to formalise and raise to public status the Restructuring Agreement in accordance with the terms and conditions set out in this Restructuring Accession Notice and consequently have such aggregate principal amount of Notes be counted for the purposes of the Homologation. Furthermore, if the Homologation, the ACIL CVA and the Chapter 11 Plan are approved, the Restructuring Agreement will be binding on all of the Noteholders and Beneficial Owners of the Notes in respect of their respective series of Notes, including those Beneficial Owners of the relevant Notes who did not enter into the Restructuring Agreement.

Each Beneficial Owner of the Notes should read the Restructuring Accession Notice in full.



 

Indicative Timetable

The deadline for submission of Electronic Instructions is 6:00 a.m. (Central European time) on 25 October 2016 (the "Expiration Time"), unless re-opened, extended, declined and/or amended pursuant to the "Terms of the Restructuring Invitation" in the Restructuring Accession Notice.

Event

Date

Description of Event

Launch Date

26 September 2016

Restructuring Accession Notice made available to Beneficial Owners of the Notes via the Tabulation Agent (free of charge). A copy of each Indenture, Fiscal Agency Agreement or Subscription Agreement, as applicable, will be made available to Beneficial Owners of the Notes for inspection via the Tabulation Agent (free of charge).

Record Date

5:00 p.m. (Prevailing Eastern Time) on 18 October 2016 (in respect of DTC Notes)

Record Date in respect of the DTC Notes. Only Direct Participants in DTC who appear on the omnibus proxy issued by DTC at this time and date will be entitled to submit Forms of Sub-Proxy.

Expiration Time

6:00 a.m. (Central European Time) on 25 October 2016

 

Latest time and date for delivery of Electronic Instructions and/or Forms of Sub-Proxy, as applicable, to the Tabulation Agent, subject to the rights of the relevant Issuer to re-open, extend, decline and/or amend the Restructuring Invitation pursuant to the "Terms of the Restructuring Invitation" in the Restructuring Accession Notice. By its delivery of Electronic Instructions and/or Forms of Sub-Proxy, as applicable, the Beneficial Owner of the Notes is also agreeing to undertake all the necessary procedural steps in connection with the Restructuring, including voting in favour of the Non-Spanish Proceedings. For the avoidance of doubt, such undertaking by each Beneficial Owner of the Notes still requires the submission of instructions in respect of the Non-Spanish Proceedings in accordance with their own particular procedures, information on which will be provided by the Tabulation Agent at the relevant times.



Latest time and date for the Tabulation Agent (or its nominee) to be appointed by the Relevant Legal Owner (in the case of the EC/CS Notes, by granting of a power of attorney), to enter into, and therefore, sign and execute, pursuant to such instructions received from the Beneficial Owner of the Notes, the Restructuring Agreement (and any ancillary documents in connection with the Restructuring Agreement) as a private or public document, and appear before a Spanish public notary in order to formalise and raise to public status the Restructuring Agreement in respect of all Notes which are the subject of Electronic Instruction and/or Form of Sub-Proxy, as applicable, and in accordance with the terms and conditions set out in this Restructuring Accession Notice.

After this date, Electronic Instructions and/or Forms of Sub-Proxy, as applicable, delivered prior to the Expiration Time are irrevocable and instructions may be withdrawn or revoked only in the limited circumstances set out herein.

Homologation Filing Date

Business Day following the Expiration Time

The date on which the Restructuring Agent notifies the other parties that the Homologation Request has been filed in accordance with Clause 6 of the Restructuring Agreement.

CVA Proposal Circulation Date

As soon as possible following the Homologation Filing Date

The date on which the ACIL CVA Nominee will circulate the CVA Proposal documents to ACIL Guarantee Creditors.

 

CVA Notice Date

The ACIL CVA Nominee will provide at least 14 days notice of the ACIL CVA Creditors' Meeting to ACIL Guarantee Creditors on the same date or shortly after the CVA Proposal Circulation Date.


CVA Creditors' Meeting

At least 14 days following the CVA Notice Date


Chapter 11 Plan Balloting Commencement

As soon as possible following the U.S. Bankruptcy Court approval of the Disclosure Statement

Upon approval of the Disclosure Statement by the U.S. Bankruptcy Court as containing adequate information for creditors and equity interest holders to vote on the Chapter 11 Plan, the Solicitation and Tabulation Agent will send out ballots to, among others, Beneficial Owners of the Notes and Relevant Legal Owners pursuant to the approved solicitation procedures, by which they may cast their votes to accept or reject the Chapter 11 Plan.

Confirmation Hearing

Generally 30 days following the commencement of balloting

At the confirmation hearing the U.S. Bankruptcy Court will consider whether to confirm the Chapter 11 Plan, including hearing any outstanding objections to the Chapter 11 Plan. If the Chapter 11 Plan satisfies the relevant confirmation requirements under the U.S. Bankruptcy Code, the U.S. Bankruptcy Court will enter an order approving the Chapter 11 Plan.

Chapter 11 Plan Effective Date

As soon as possible after the entry of the Confirmation Order

Upon the effectiveness of the Chapter 11 Plan, the Chapter 11 Plan becomes binding on all creditors and other parties in interest and all transactions contemplated therein and any related transactions can be consummated.

 

Beneficial Owners of the Notes are advised to check with the bank, securities broker, Clearing System or other intermediary through which they hold their Notes as to whether such intermediary applies different deadlines for any of the events specified above, and then to adhere to such deadlines if such deadlines are prior to the deadlines set out above.

All of the above dates are subject to earlier deadlines that may be specified by the Clearing Systems or any intermediary.

For further information:

A complete description of the procedures in relation to the Restructuring Invitation, the terms of the Restructuring Invitation and the text of the Restructuring Agreement, is set out in the Restructuring Accession Notice.

Further details about the transaction can be obtained from:

 

The Tabulation Agent:

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Website: http://www.lucid-is.com/abengoa

Email: [email protected]

For information by telephone: +44 (0) 20 7704 0880
Attention: Paul Kamminga / Victor Parzyjagla

Copies of the Restructuring Accession Notice will be made available to Beneficial Owners of the Notes via the Tabulation Agent (free of charge). A copy of each Indenture, Fiscal Agency Agreement or Subscription Agreement, as applicable, will be made available to Beneficial Owners of the Notes for inspection via the Tabulation Agent (free of charge).

Disclaimer

This announcement must be read in conjunction with the Restructuring Accession Notice. The Restructuring Accession Notice contains important information which should be read carefully before any decision is made with respect to the Restructuring Invitation. If any Beneficial Owner of the Notes is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, attorney, solicitor, accountant, independent financial adviser authorised under the Financial Services and Markets Act 2000 (if in the United Kingdom) or other appropriately authorised financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Restructuring Invitation.

Restructuring Invitation and Distribution Restrictions

Any materials relating to the Restructuring Invitation, including the Restructuring Accession Notice, do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.

The distribution of this announcement and the Restructuring Accession Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Restructuring Accession Notice comes are required by each of the Issuers and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and the Restructuring Accession Notice do not constitute a solicitation in any circumstances in which such solicitation is unlawful. NONE OF THE ISSUERS, THE FISCAL AGENTS, THE TRUSTEES, THE COMMISSIONERS, THE RELEVANT LEGAL OWNERS AND THE TABULATION AGENT, WILL INCUR ANY LIABILITY FOR ITS OWN FAILURE OR THE FAILURE OF ANY OTHER PERSON OR PERSONS TO COMPLY WITH THE PROVISIONS OF ANY SUCH RESTRICTIONS.

NONE OF THE COMMISSIONERS, THE TRUSTEES, THE FISCAL AGENTS OR THE RELEVANT LEGAL OWNERS (OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES) EXPRESSES ANY OPINION AS TO THE VALIDITY, EFFECTIVENESS, ENFORCEABILITY, SUCCESS OR CONSEQUENCES OF THE RESTRUCTURING ACCESSION NOTICE, THE RESTRUCTURING PROPOSAL, THE RESTRUCTURING, THE RESTRUCTURING INVITATION OR THE RESTRUCTURING AGREEMENT. NONE OF THE RELEVANT LEGAL OWNERS, TRUSTEES, FISCAL AGENTS OR COMMISSIONERS (OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES) HAS BEEN INVOLVED IN THE NEGOTIATION OF THE RESTRUCTURING AGREEMENT, THE RESTRUCTURING ACCESSION NOTICE, THE RESTRUCTURING PROPOSAL, THE RESTRUCTURING OR THE RESTRUCTURING INVITATION. WITHOUT LIMITATION, NONE OF THE COMMISSIONERS, THE TRUSTEES, THE FISCAL AGENTS OR THE RELEVANT LEGAL OWNERS (OR THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES) HAS BEEN INVOLVED IN THE CONSTRUCTION, NEGOTIATION OR PRESENTATION OF, EXPRESSES ANY OPINION AS TO, OR HAS ANY LIABILITY FOR, THE VALIDITY, EFFECTIVENESS OR ENFORCEABILITY OF THE INSTRUCTIONS OF ANY BENEFICIAL OWNER OF THE NOTES IN RESPECT OF THE RESTRUCTURING PROPOSAL, THE APPOINTMENT OF THE TABULATION AGENT AND THE GRANT OF A POWER OF ATTORNEY IN CONNECTION THEREWITH, THE ENTRY INTO THE RESTRUCTURING AGREEMENT BY THE TABULATION AGENT OR THE TREATMENT OF THE NOTES RELATING TO SUCH INSTRUCTIONS FOR THE PURPOSES OF THE HOMOLOGATION OR OTHERWISE.

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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