UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2015
Commission File Number 001-36125
ABENGOA, S.A.
(Exact name of registrant as specified in its charter)
Not applicable
(Translation of registrant’s name into English)
Campus Palmas Altas
C/ Energía Solar 1
41014, Seville, Spain
Tel: +34 954 93 71 11
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): o
ABENGOA, S.A.
FORM 6-K
National Securities Market Commission
Markets Area. Directorate of Supervision.
C/Edison 4
28006 - Madrid
Abengoa, S.A. (“Abengoa”), in compliance with the provisions of article 82 of the Securities Market Act, hereby notifies the following
Relevant Fact
On 30 September 2012, the Extraordinary General Shareholders’ Meeting of Abengoa, under point six of the agenda, resolved to modify Article 8 of the company’s bylaws in order to introduce a conversion right that enables shareholders of the company’s Class A shares to convert them into Class B shares, until 31 December 2017 (the “Conversion Right”). The meeting also resolved to reduce the share capital by lowering the par value of a number of Class A shares, to be determined, by 0.99 euros per share, by creating a restricted reserve in accordance with Article 335 c) of the Capital Companies Act, integrating the shares for which the par value is reduced from their conversion into Class B shares; as well as requesting the admission to trading of the Class B shares and delegating the necessary powers to implement all of the above.
At the end of the fourteenth partial conversion period that ran from April 16, 2015 to July 15, 2015 (the “Conversion Period”), the company had received requests to convert a total of one hundred thousand three hundred and seventy (100,370) Class A shares into Class B shares, after which, and in order to manage the conversion requests and in accordance with the resolutions adopted by the Extraordinary General Shareholders’ Meeting of Abengoa of 30 September 2012 referred to in the above paragraph, the Company has declared the Capital Reduction approved by the Shareholders’ Meeting corresponding to this Conversion Period as partially executed for an amount of ninety nine thousand three hundred and sixty six euros with three euro cents (€ 99,366.3), by reducing the par value of total of one hundred thousand three hundred and seventy (100,370) Class A shares, for which the par value will be reduced from one (1) euro per share to one cent (€0.01) per share (the “Shares Affected by the Conversion”).
As a result of the foregoing, the Shares Affected by the Conversion has been integrated, without being redeemed or exchanged and without interruption, within the Class B shares (the “New Class B shares”). The aforementioned capital reduction has been duly registered in the Mercantile Register.
Having filed the relevant requests with the Governing Corporations of the Stock Exchanges of Madrid and Barcelona (the “Stock Exchanges”) and with the National Securities Market Commission (the “CNMV”), the CNMV has confirmed compliance with the requirements for admission to trading on the Stock Exchanges of Madrid and Barcelona, which are planning to admit the New Class B Shares for trading, 31 July 2015.
Seville, 30 July 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ABENGOA, S.A. | |
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Date: 30 July 2015 |
By: |
/s/ Daniel Alaminos Echarri |
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Name: Daniel Alaminos Echarri |
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Title: General Secretary |