Hr Oficial
Abengoa, S.A. (“Abengoa”), in compliance with the provisions of article 82 of the
Securities Market Act, hereby notifies the following
Relevant Event
Abengoa announces has agreed to call the noteholders’ meetings (the
“Noteholders’ Meetings”) in respect of the following issues:
€250,000,000 4.50% Senior Unsecured Convertible Notes due 2017 (ISIN:
XS0481758307 and Common Code 48175830) (the “2017 Convertible
Notes”) (of which €5,600,000 remain outstanding).
€400,000,000 6.25% Senior Unsecured Convertible Notes due 2019 (ISIN
XS0875275819 / XS0875624925 and Common Code 087562492 /
087527581) (the “2019 Convertible Notes”) (of which €161,700,000
remain outstanding).
$279,000,000 5.125% Exchangeable Notes due 2019 (ISIN US00289RAD44,
CUSIP 00289RAD4 / XS1196424698 and Common Code 119641098 /
119642469) (the “2017 Exchangeable Notes”, and, together with the
2017 Convertible Notes and the 2019 Convertible Notes, the “Notes”) (of
which €208,200.000 remain outstanding).
collectively the “Issues”,
which will be held in respect of the 2017 Convertible Notes at first call at Paseo de
la Castellana 43, 28046, Madrid, on 29 October 2015, at 10:00 a.m. (Central
European time), in respect of the 2019 Convertible Notes at first call at Paseo de la
Castellana 43, 28046, Madrid, on 29 October 2015, at 10:30 a.m. (Central
European time), and in respect of the 2017 Exchangeable Notes at first call Paseo
de la Castellana 43, 28046, Madrid, on 29 October 2015, at 11:00 a.m. (Central
European time). In the event that any of such Noteholder’s Meetings could not be
validly adjourned at first call due to the fact that the required quorum is not met,
the Company forsees to convene at second call the corresponding Noteholders’
Meeting.
The call of the Noteholders’ Meetings is made in compliance with the provisions of
the Spanish Companies Act (Real Decreto Legislativo 1/2010, de 2 de julio, por el
que se aprueba el Texto Refundido de la Ley de Sociedades de Capital) (the
“Spanish Companies Act”), in accordance with the terms and conditions of the
Issues (the “Terms and Conditions”) and the syndicate of noteholders’ regulations
ABENGOA
(“Syndicate of Noteholders’ Regulations”) and according to the agenda
attached as Annex to this signifcant event notice.
Noteholder information
Noteholders may request a free copy of the Consent Solicitation Memorandum,
including details of agenda items at Noteholders’ Meetings and proposals
submitted for a vote, to be delivered or sent immediately after notices of the
Noteholders’ Meetings are published in the BORME (Spanish Commercial Registry
Official Gazette). The Consent Solicitation Memorandum is also available to
noteholders at the address of the synidicate of noteholders of each of the Issues
and in the Company’s registered offices. The corresponding Fiscal Agency
Agreement for each of the Issues have also been made available to noteholders
purely for information purposes.
Additionnally, the proposals subject to approval are available for reference on the
Company’s website (www.abengoa.es).
Voting and attendance rights
Noteholders shall be entitled to attend the corresponding Noteholders’ Meetings if
they hold Notes at least five (5) days before the date the general meeting is held
and provide proof of ownership by any of the legally permitted means.
The Consent Solicitation Memorandum sets out the procedures for noteholders to
attend and vote at Noteholders’ Meetings.
The Company’s directors and the Fiscal Agent, as well as the financial and legal
advisors to the Company, the Commissioner and Fiscal Agent in the Issue, will also
be entitled to attend Noteholders’ Meetings.
Right to representation
All noteholders entitled to attend any of the Noteholders’ Meetings may be
represented at the corresponding meeting by proxy by another person or entity by
any of the legally permitted means.
The Consent Solicitation Memorandum details the procedures for noteholders to
be represented at Noteholders’ Meetings.
Additional information
The following contact details have been provided for noteholders to request any
information or clarifications regarding these Noteholders’ Meetings: