ABENGOA, S.A.
FORM 6-K
Abengoa, S.A.
(incorporated with limited liability in The Kingdom of Spain)
The Auction described below is not open to investors in the United States or U.S. persons.
Abengoa, S.A. (the “Company”) today announces the launch of an offer to holders of its €400,000,000 6.25 per cent. Senior Unsecured Convertible Notes due 2019 listed on the EuroMTF Market of the Luxembourg Stock Exchange (the “Notes”) to convert up to €200,000,000 Bonds (the “Conversion Amount”) into new fully paid class B shares of Abengoa (the “Class B Shares”) (the “Auction”). The Auction is not open to holders of the Notes in the United States or U.S. persons as defined in Regulation S under the U.S. Securities Act of 1933 (“Regulation S”).
Pursuant to the Auction, the Company will issue and deliver, to noteholders whose election to exercise conversion rights in respect of the Notes is accepted by the Company, the number of Class B Shares to which a noteholder is entitled pursuant to the terms and conditions of the Notes, plus a cash amount. Such cash amount will consist of (i) a fixed component and (ii) a variable component. The variable component will be determined based on what premium noteholders request to be paid pursuant to a modified Dutch auction, and on the sale price of Class B Shares pursuant to an accelerated bookbuilding process to be carried out by the dealer managers of the Auction (the “Equity Placing”) outside the United States in accordance with Regulation S. The gross proceeds from the Equity Placing will be paid by the dealer managers to the relevant noteholders on whose behalf the Class B Shares are sold net of any applicable transfer or other taxes payable on such sale. Based on the máximum Conversion Amount of €200,000,000, the aggregate number of Class B Shares the subject of the Equity Placing would be a máximum of 16.8 million Class B Shares.
Inversión Corporativa IC, S.A. will enter into stock lending arrangements with the dealer managers pursuant to which it will make available to the dealer managers up to 20 million Class B Shares in order to enable the dealer managers to effect the Equity Placing on behalf of the noteholders.
The Auction does not constitute, under any circumstances, an amendment to the terms and conditions of the Notes.
Settlement of the Auction is conditional upon completion of the Equity Placing. If the Equity Placing does not complete, the Auction will terminate in all respects and the Notes representing the Conversion Amount will not be cancelled and the Class B Shares underlying such Notes will not be issued pursuant to the Auction.
In addition, the Company announces the temporary suspension of transactions under its liquidity facilities signed between Abengoa, S.A. and Santander Investment Bolsa, S.V. on 10 January 2013 over the class A shares of the Company and 8 November 2012 over the Class B Shares.