Source - RNS
RNS Number : 9279K
Abengoa S.A.
27 September 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

 

Abengoa, S.A. Announces Consent Solicitation, in respect of its €500,000,000 8.50% Notes due 2016

27 September 2016

Abengoa, S.A. (the "Issuer" or "Abengoa") has today announced a consent solicitation (the "Consent Solicitation") in respect of its €500,000,000 8.50% Notes due 2016 (ISIN: XS0498817542; Common Code: 49881754) (the "Notes").

The Consent Solicitation is being made on the terms, and subject to conditions, contained in the consent solicitation memorandum dated 27 September 2016 (the "Consent Solicitation Memorandum"). Capitalised terms used in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum.

Background to the Proposal and Transaction Rationale

In the context of the agreement reached by Abengoa with its main creditors announced to the market on 24 September 2016 via a regulatory announcement (Hecho Relevante) with the Spanish Securities Commission (Comisión Nacional del Mercado de Valores) (the "CNMV"), and for the purposes of facilitating the implementation of such agreement, Abengoa intends to execute the Consent Solicitation in order to change the governing law and jurisdiction applicable to the Conditions of the Notes (and their corresponding Global Note and Deeds of Guarantee) from English law and the courts of England to Spanish law and the courts of the city of Madrid, respectively.

The Proposals

For the reasons described above under "Background to the Proposal and Transaction Rationale", the Issuer is seeking the approval by way of a Resolution of the Syndicate of Noteholders, pursuant to the Conditions and the Regulations, to:

(1)     amend the Conditions of the Notes as set out in Schedule 1 of the 2016 Notes Fiscal Agency Agreement in accordance with the Resolution contained in the applicable Form of Notice appended to the Consent Solicitation Memorandum;

(2)     amend the 2016 Notes Global Note and the 2016 Notes Deeds of Guarantee in accordance with the Resolution contained in the Forms of Notices appended to the Consent Solicitation Memorandum;

(3)     if the Resolution is duly passed as provided therein, authorise, direct, request and empower the 2016 Notes Commissioner and the 2016 Notes Fiscal Agent to enter into a supplemental 2016 Notes Fiscal Agency Agreement, a new 2016 Notes Global Note and any other necessary documentation required or otherwise expedient or desirable to give effect to, or confirm, the amendments referred to in paragraphs (1) and (2) above;

(4)     sanction and assent to every abrogation, amendment, modification, compromise or arrangement in respect of the rights of the holders of the 2016 Notes against Abengoa or against any of its/their property whether such rights shall arise under the 2016 Notes Fiscal Agency Agreement or otherwise involved in or resulting from the Proposal or the Resolution or their implementation and/or the amendments to the 2016 Notes Fiscal Agency Agreement, or other documentation or their implementation;

(5)     the taking by Abengoa, the 2016 Notes Commissioner, the 2016 Notes Fiscal Agent and other parties of such actions required to give effect to, or formalise, the relevant Proposal, the relevant Resolution and relevant matters (including, without limitation, entering into a supplemental 2016 Notes Fiscal Agency Agreement);

(6)     discharge and exonerate the 2016 Notes Commissioner and the 2016 Notes Fiscal Agent from all liabilities for which they may have become or may become responsible under the 2016 Notes Fiscal Agency Agreement, the Notes or other documentation in respect of any act or omission in connection with the convening of the relevant Meeting, their intervention in the relevant Meeting, the exercise of the power granted under paragraph (3) above, the relevant Proposal, the relevant Resolution or their implementation and/or the amendments to the 2016 Notes Fiscal Agency Agreement or other documentation or their implementation, the amendment referred to in paragraphs (1) and (2) above or the implementation of the amendment;

(7)     approve and pay the remuneration of the 2016 Notes Commissioner, and other expenses related to its role as legal representative of the relevant Syndicate of Noteholders and body for the liaison between the relevant Syndicate of Noteholders and Abengoa; and

(8)     drafting and approval of the minutes of the Meeting in accordance with the Regulations,

all as further set out in the relevant Form of Notice of Meeting of the Notes scheduled to the Consent Solicitation Memorandum. The Noteholder and each Beneficial Owner of the Notes should read the Resolution in full.

The Meeting will be held on 27 October 2016 at Calle Manuel Pombo Angulo 20, 28050, Madrid, Spain at 11:00 a.m. (Central European Time) in respect of the Notes. The Notice of Meeting will be delivered to all Beneficial Owners of the Notes via Euroclear or Clearstream, Luxembourg in accordance with the Conditions, and will also be published in the Issuer's website (www.abengoa.es), via a regulatory announcement Hecho Relevante with the Spanish Securities Commission (Comisión Nacional del Mercado de Valores), in the BORME and in one of the Spanish newspapers of major circulation.

Expected timetable of events

The deadline for submission of Consent Instructions is 5.00 p.m. (Central European Time) on 24 October 2016 (the "Expiration Time"), unless extended, re-opened or terminated as provided in the Consent Solicitation Memorandum.

Beneficial Owners of the Notes should take note of the important indicative dates and times set out in the timetable below in connection with the Consent Solicitation. This timetable is subject to change and dates and times may be extended, re-opened or amended in accordance with the terms of the Consent Solicitation, as described in the Consent Solicitation Memorandum.

Accordingly, the actual timetable may differ significantly from the timetable below.

Event

Date

Description of Event

Launch Date

27 September 2016

Notice of the Meeting given to holders of the Notes through the Clearing Systems.

Notice of the Meeting to holders of the Notes published (i) via a regulatory announcement (Hecho Relevante) with the CNMV, and (ii) made through RNS.

Consent Solicitation Memorandum made available to Beneficial Owners of the Notes via the Tabulation Agent (free of charge). A copy of the Fiscal Agency Agreement will be made available to Beneficial Owners of the Notes for inspection via the Tabulation Agent (free of charge).



Notice of the Meeting (convocatoria) published in (i) the BORME, (ii) the Issuer´s website (www.abengoa.es), and (iii) one of the Spanish newspapers of major circulation.

Record Date

5:00 p.m. (Central European time) on 22 October 2016

 

Record Date in respect of the Notes. Only Direct Participants in the relevant Clearing Systems at this time and date will be entitled to submit Consent Instructions.

Expiration Time

5:00 p.m. (Central European Time),

24 October 2016

 

End of Consent Period. Latest time and date for delivery of Consent Instructions to the Tabulation Agent in relation to the Meeting to be held at first call, subject to the rights of the Issuer to re-open, extend, decline and/or amend the Consent Solicitation pursuant to the "Terms of the Consent Solicitation" described in the Consent Solicitation Memorandum.



Latest time and date for the Tabulation Agent (or its nominee) to be appointed by Deutsche Bank AG, London Branch (in its capacity as Noteholder) as its proxy to attend the Meeting to be held at first call and to vote in respect of the Resolution, or to appoint another proxy to attend and vote at the Meeting in accordance with the provisions of the Regulations, the Fiscal Agency Agreement and the Notice of Meeting.

After this date, Consent Instructions delivered prior to the Expiration Time are irrevocable and votes may be withdrawn or revoked only in the limited circumstances set out herein.

Meeting of the Syndicate of Noteholders

27 October 2016 at 11:00 a.m. (Central European Time)

Time and date of the Meeting of the Syndicate of Noteholders to vote in relation to the Resolution.

Announcement of results of the Meeting or that the Meeting is adjourned

As soon as reasonably practicable after the Meeting

Announcement of result of the Meeting or that the Meeting is adjourned.

 

 

In the event that there is no quorum at the Meeting and the Issuer convenes the adjourned Meeting.

Event

Date

Description of Event

Notice of the adjourned Meeting

28 October 2016

Notice of the adjourned Meeting given to holders of the Notes through the Clearing Systems, including the announcement of the extension of the Consent Period for the adjourned Meeting.

Notice of the adjourned Meeting to holders of the Notes published (i) via a regulatory announcement (Hecho Relevante) with the CNMV and (ii) made through RNS.



Notice of the adjourned Meeting (convocatoria) published in (i) the BORME, (ii) the Issuer´s website (www.abengoa.es), and (iii) one of the Spanish newspapers of major circulation.



Reopening of Consent Period.

Adjournment Record Date

5:00 p.m. (Central European time) on 23 November 2016

 

Adjournment Record Date in respect of the Notes. Only Direct Participants in the relevant Clearing Systems at this time and date will be entitled to submit Consent Instructions .

Adjournment Expiration Time

5:00 p.m. (Central European Time) on 25 November 2016

End of Consent Period. Latest time and date for delivery of Consent Instructions to the Tabulation Agent in relation to the adjourned Meeting, subject to the rights of the Issuer to re-open, extend, decline and/or amend the Consent Solicitation.

Latest time and date for the Tabulation Agent (or its nominee) to be appointed by Deutsche Bank AG, London Branch (in its capacity as Noteholder) as its proxy to attend the adjourned Meeting and to vote in respect of the Resolution, or to appoint another proxy to attend and vote at the adjourned Meeting in accordance with the provisions of the Regulations, the Fiscal Agency Agreement and the Notice of the adjourned Meeting.

After this date, Consent Instructions delivered prior to the Adjournment Expiration Time are irrevocable and votes may be withdrawn or revoked only in the limited circumstances set out herein.

Adjourned Meeting of the Syndicate of Noteholders (assuming notice of such meeting being given on 28 October 2016)

28 November 2016 at the time and place set forth in each Notice of Meeting

Time and date of the adjourned Meeting.

Adjourned Meeting of the Syndicate of Noteholders to vote in relation to the Resolution.

Announcement of results of the adjourned Meeting

As soon as reasonably practicable after the adjourned Meeting

Announcement of result of the adjourned Meeting.

If the Resolution is not passed at the adjourned Meeting, the Consent Solicitation process will be terminated.

 

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 Meeting, the terms of the Consent Solicitation and the text of the Resolution, is set out in the Notice of Meeting scheduled to the Consent Solicitation Memorandum and the Consent Solicitation Memorandum.

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

For information by telephone: +44 (0) 20 7704 0880
Attention: Paul Kamminga / Victor Parzyjagla
Email: [email protected]

Copies of the Consent Solicitation Memorandum and the Notices of Meeting are available to eligible persons upon request from the Tabulation Agent free of charge.

 

Disclaimer

This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. 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, 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 Consent Solicitation.

Consent Solicitation and Distribution Restrictions

The Consent Solicitation Memorandum does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity.

The distribution of this announcement and the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Fiscal Agent, the Commissioners and the Tabulation Agent to inform themselves about, and to observe, any such restrictions. This announcement and the Consent Solicitation Memorandum do not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Fiscal Agent, the Commissioners 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.


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