| Indicative summary terms and conditions | ||
|---|---|---|
| Issuer: | Abengoa, S.A. | |
| Securities offered: | Senior unsecured notes convertible into shares of the issuer | |
| Issue size: | EUR 200 million | |
| Underlying shares: | 9.469.697 ordinary shares (the "Shares") of the issuer, which currently represents approximately 10.47% of the total share capital of the issuer ISIN ES0105200416 / Bloomberg ABG SM / Reuters ABG.MC | |
| Status: | The notes will constitute senior unsecured obligations of the issuer | |
| Rating: | The notes will not be rated | |
| Issue price: | 100% | |
| Redemption price: | 100% (the "Principal Amount") | |
| Maturity date: | 24 July 2014 (5 years) | |
| Launch date: | 25 June 2009 | |
| Pricing date: | 25 June 2009 | |
| Closing date: | Expected 24 July 2009 | |
| Coupon: | 6.875% per annum, payable semi-annually in arrear in equal instalments on 24 January and 24 July each year, commencing on 24 January 2010 | |
| Yield to maturity: | 6.875% per annum | |
| Initial conversion premium | 30% above the reference price | |
| Initial conversion price: | EUR 21.12 | |
| Reference price: | EUR 16.2509 (volume weighted average price ("VWAP") of the Shares on the Spanish Stock Exchanges between launch and pricing) | |
| Conversion period: | Notes are convertible at the option of the holder from the date falling 41 days following the closing date and prior to the close of business on the 7th trading day prior to maturity or, on any early redemption, prior to the close of business on the 7th trading day prior to the date set for redemption Subject to the Net Share Settlement Election (as described in the terms and conditions of the notes (the "Terms and Conditions"), the Notes will convert into existing shares and/or, once the new issue requirements have been met, new shares | |
| New issue requirements: | The approval by the Issuer's shareholders' meeting of a resolution authorising the Issuer to satisfy the exercise of conversion rights by the issue and allotment of new shares and the registration with the relevant mercantile registry of such resolution. Following pricing, the issuer?s board of directors will call an extraordinary shareholders? meeting to approve the above resolution. Such meeting is currently expected to take place on or about 27 July 2009. Inversión Corporativa IC, S.A. (?IC?) (direct and indirect holder of 56.04% of the issuer's share capital) has irrevocably undertaken to attend and vote in favour of such resolution at the shareholders? meeting | |
| Early redemption at the option of the issuer: | Possible for all outstanding notes at principal amount plus accrued interest subject to a minimum of 30 days and maximum of 90 days prior notice: - at any time on or after 8 August 2012, if the Aggregate Value of a Note exceeds 130% of the Principal Amount - at any time, if more than 85% of the Notes have been converted and/or redeemed See also "Change of Control Call" below | |
| Negative pledge: | Yes, with regards to Relevant Indebtedness (excluding Non-Recourse Financing) of the Issuer and its Material Subsidiaries as described in the Terms and Conditions | |
| Cross-acceleration: | Yes, for the Issuer and its Material Subsidiaries (excluding Non-Recourse Subsidiaries), subject to a threshold of EUR30 million, as set out in detail in the Terms and Conditions | |
| Events of default: | Yes, in respect of the Issuer and its Material Subsidiaries (excluding Non-Recourse Subsidiaries) | |
| Anti-dilution provisions: | Standard Euromarket anti-dilution protection dealing with, inter alia, share consolidations, share splits, rights issues, capital distributions and bonus issues as described in the Terms and Conditions. | |
| Cash dividend protection: | Noteholders will be protected against cash dividends above the levels set out below which are paid in the following fiscal years: Fiscal year ending on: Dividend per Share: 31 December 2009: €0.18 31 December 2010: €0.19 31 December 2011: €0.20 31 December 2012: €0.21 31 December 2013: €0.22 31 December 2014: €0.23 The above levels will be adjusted pro-rata for any adjustments made to the Conversion Price. | |
| Net share settlement election: | Yes, at the option of the Issuer as described in the Terms and Conditions | |
| Change of control protection: | Yes, as described in the Terms and Conditions. In the event of a Tender Offer Triggering Event, investor put based on the greater of: (i) the Principal Amount plus accrued interest, and (ii) a price equal to the product of the (i) Tender Offer Value and (ii) the number of Shares obtained by dividing the Principal Amount by the prevailing conversion price adjusted downwards during the Put Period using a straight line conversion price formula resulting in amortisation of the effective conversion premium to the Maturity Date of the Note. In addition, in the case of a Relevant Person Triggering Event, either an investor put at the Principal Amount plus accrued interest or the conversion price will be adjusted downwards using a straight line conversion price formula resulting in amortisation of the effective conversion premium to the Maturity Date of the Notes | |
| Change of control call: | At any time at the Principal Amount plus accrued interest within the period of 90 days after the Put Period (as defined in the Terms and Conditions) | |
| Tax call/gross up: | No tax call or tax gross-up Bondholders will be expected to provide tax information (to the extent required), such that the Issuer can comply with its obligations under Law 13/1985 and implementing legislation | |
| Use of proceeds: | General corporate purposes in order to fund Abengoa's organic growth, strengthen the balance sheet and diversify funding sources | |
| Form: | The Notes will be represented by a Global Certificate, without coupons, which will be deposited with a common depositary on behalf of the Clearstream, Luxembourg and Euroclear systems on or about the Closing Date. The Global Certificate will be exchangeable for definitive Notes in registered form in limited circumstances only. | |
| Denomination: | EUR 50,000 ("Principal Amount") | |
| Lock-up: | 90 days for the Issuer and IC from the date the subscription agreement is entered into in regard to the Shares or equity-linked securities on the Shares, subject to customary exceptions. | |
| Selling restrictions: | Reg. S - Category 1 No sales into the United States, the United Kingdom and Spain. EEA selling restrictions apply | |
| Governing law / jurisdiction: | English Law; except in relation to provisions relating to the appointment of a Comisario to act as representative of the Noteholders and the constitution and functioning of a Syndicate of Noteholders which provisions will be governed by Spanish Law | |
| Listing: | Application will be made to list and trade the notes on the Luxembourg Stock Exchange’s Euro MTF market | |
| Settlement: | Euroclear and Clearstream, Luxembourg | |
| Trading day: | Madrid | |
| Codes: | ISIN XS0437092322 Common 043709232 | |
| Principal paying, transfer and conversion agent: | Deutsche Bank AG, London Branch | |
| Comisario: | Deutsche Bank, S.A.E. | |
