Obbligazione AbengoaTech 5.5% ( XS1113021031 ) in EUR

AbengoaTech

100 EUR ▲

Spagna

XS1113021031 ( in EUR )

5.5% per anno ( pagato 2 volte l'anno) - Obbligazione è in default, i pagamenti sono sospes

30/03/2027

Prospetto opuscolo dell'obbligazione Abengoa XS1113021031 en EUR 5.5%, scadenza 30/03/2027

100 000 EUR

265 000 000 EUR

01/10/2025 ( In 61 giorni )

Abengoa è una società multinazionale spagnola operante nei settori delle energie rinnovabili, dell'ingegneria e della costruzione.

L'obbligazione con codice ISIN XS1113021031, emessa dalla società spagnola Abengoa, un tempo leader nel settore delle energie rinnovabili, dell'acqua e delle infrastrutture che ha recentemente attraversato significative difficoltà finanziarie culminate in una dichiarazione di default, presenta un tasso d'interesse nominale del 5,5% su una dimensione totale dell'emissione di 265.000.000 EUR, con i pagamenti delle cedole che sono stati interrotti a seguito di tale default societario, ed è attualmente quotata al 100% del suo valore nominale in valuta EUR con una dimensione minima di acquisto di 100.000 EUR, prevedendo una scadenza al 30 marzo 2027 e una frequenza di pagamento originariamente semestrale.

LISTING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
20MAR201313173802
Abengoa Greenfield, S.A.
c265,000,000 5.50% Senior Notes due 2019
$300,000,000 6.50% Senior Notes due 2019
Guaranteed on a senior basis by Abengoa, S.A. and certain of its subsidiaries
Abengoa Greenfield, S.A., incorporated as a limited company (sociedad an ´onima unipersonal) under the laws of Spain (the ``Issuer''), offered
(the ``Offering'') c265 million aggregate principal amount of its fully and unconditionally guaranteed 5.50% Senior Notes due 2019 (the ``Euro Notes'') and
$300 million aggregate principal amount of its fully and unconditionally guaranteed 6.50% Senior Notes due 2019 (the ``U.S. Dollar Notes'', and together with the
Euro Notes, the ``Notes''). The Euro Notes were issued under an indenture dated September 30, 2014 (the ``Euro Indenture'') among the Issuer, Abengoa, S.A.,
incorporated as a public limited company (sociedad an ´onima) under the laws of Spain (``Abengoa'' or the ``Parent Guarantor''), the Subsidiary Guarantors
(as defined below), Deutsche Trustee Company Limited, as trustee (the ``Trustee''), Deutsche Bank AG, London Branch as paying agent (the ``Euro Notes Paying
Agent'') and the other parties party thereto. The U.S. Dollar Notes were issued under an Indenture dated September 30, 2014 (the ``U.S. Dollar Notes Indenture' ,
and together with the Euro Indenture, the ``Indentures'', and each an ``Indenture'') among the Issuer, the Parent Guarantor, the Subsidiary Guarantors (as defined
below), the Trustee, Deutsche Bank Trust Company Americas as registrar and paying agent (the ``U.S. Dollar Notes Paying Agent''and together with the Euro
Notes Paying Agent, the ``Paying Agents'' and each a ``Paying Agent'') and the other parties thereto. The Issuer will pay interest on the Euro Notes and the
U.S. Dollar Notes semi-annually on each October 1 and April 1, starting on April 1, 2015.
The Issuer may redeem all or part of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes plus the applicable
``make-whole'' premium described in this Listing Memorandum. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than
all, of the Notes at a price equal to 100% of the principal amount of the Notes. If we undergo a change of control or sell certain of our assets, we may be required to
make an offer to purchase the Notes.
The Notes are senior debt of the Issuer and rank pari passu in right of payment to all of the Issuer's existing and future senior indebtedness. The Notes initially
are guaranteed on a senior basis (the ``Note Guarantees'') by the Parent Guarantor and certain of its subsidiaries (the ``Subsidiary Guarantors'' and, together with
the Parent Guarantor, the ``Guarantors''). If the Issuer fails to make payments on the Notes as required under the Indenture, the Guarantors are obligated under the
Indenture to make such payments.
The Note Guarantees rank pari passu in right of payment with all of the Guarantors' existing and future senior indebtedness and senior to all of the
Guarantors' existing and future subordinated indebtedness. The Notes and the Note Guarantees are effectively subordinated to all of the Issuer's and the
Guarantors' secured indebtedness, to the extent of the value of the assets securing such indebtedness, and to any preferential obligations under applicable law. The
Notes are structurally subordinated to all existing and future liabilities (including trade payables) of the Parent Guarantor's subsidiaries that do not guarantee the
Notes.
Application has been made to admit the Notes to the official list of the Luxembourg Stock Exchange (the ``Official List of the Luxembourg Stock
Exchange'') and admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market (the ``Euro MTF Market''). The Euro MTF Market is not a regulated
market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. References in this Listing
Memorandum to the Notes being ``listed'' and all related references shall mean that the Notes have been admitted to the Official List of the Luxembourg Stock
Exchange and admitted to trading on the Euro MTF Market.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 36.
Prospective investors should note that the Issuer is incorporated and tax-resident in Spain. Any income derived by owners of a beneficial interest in the Notes
(each, a ``Noteholder'') that are not resident in Spain for tax purposes from interest on, or income from the redemption or repayment of, the Notes are not be
subject to Spain Non-Resident Income Tax, which may be imposed by way of withholding, provided that the Issuer receives certain information in a timely manner
from the Paying Agents, as required in order to comply with Spanish tax laws and regulations (in particular, with the provisions of Royal Decree 1065/2007, as
amended, and provided that the Notes are admitted to the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market (or on any other
organized market in an OECD country) on the relevant payment date. In the event a payment in respect of the Notes is subject to Spanish withholding tax, the Issuer
(or the Guarantors, as the case may be) will pay additional amounts as necessary so that the net amount received by the holders of the Notes after such deduction or
withholding is not less than the amount that they would have received in the absence of such deduction or withholding, subject to certain exceptions described in
` Description of the Notes--Additional Amounts.'' See ``Taxation--Spanish Tax Considerations'' and, for a description of the risks associated with the taxation of the
Notes, see ``Risk Factors--Risks Related to Certain Taxation Matters--Risks related to the Spanish withholding tax regime.''
Price of the Euro Notes: 100% plus accrued interest, if any, from the Issue Date.
Price of the U.S. Dollar Notes: 100% plus accrued interest, if any, from the Issue Date.
Delivery of (i) the U.S. Dollar Notes in book-entry form through Depository Trust Company (``DTC'') was made on September 30, 2014 and (ii) the Euro Notes
in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, soci ´et ´e anonyme, Luxembourg (``Clearstream'') was made on
September 30, 2014.
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ``U.S. Securities Act'').
The Notes and the Note Guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified
institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (``Rule 144A'') and to certain non-U.S.
persons outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act (``Regulation S''). You are hereby notified that
sellers of the Notes and the Note Guarantees may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See
` Notice to Certain Investors'' for additional information about eligible offerees and transfer restrictions.
Global Coordinator
HSBC
Joint Bookrunners
Joint Bookrunners
Euro-denominated Notes
U.S. Dollar-denominated Notes
HSBC
BofA Merrill Lynch
Cr ´edit Agricole CIB
BofA Merrill Lynch
HSBC
Cr ´edit Agricole CIB
NATIXIS
Santander
Soci ´et ´e G ´en ´erale
Natixis
Santander
Soci ´et ´e G ´en ´erale
The date of this Listing Memorandum is October 16, 2014.

TABLE OF CONTENTS
Page
Important Information about this Listing Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presentation of Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
Currency Presentation and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvi
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Presentation of Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxi
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Corporate Structure and Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Summary Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Selected Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . .
97
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
295
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
299
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
Quantitative and Qualitative Disclosure About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . .
335
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
342
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
386
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
393
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
404
Notice to Certain Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
406
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
409
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
410
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
411
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
412
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
413
Index of Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(F-1)
Annex I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(A-1)
i

IMPORTANT INFORMATION ABOUT THIS LISTING MEMORANDUM
This Listing Memorandum constitutes a prospectus for the purposes of the Luxembourg Act dated
July 10, 2005 relating to prospectuses for securities (as amended). This document does not constitute a
prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended, and may only be used for the
purposes for which it has been published.
We have made all reasonable inquiries and we confirm that this Listing Memorandum contains all
information with respect to us and our Group, the Notes and the Note Guarantees that is material in the
context of the issue and offering of the Notes, that the information contained herein is true and accurate in all
material respects and is not misleading in any material respect, that the opinions and intentions expressed
herein are honestly held and have been reached after considering all relevant circumstances and are based on
reasonable assumptions, that there are no other facts, the omission of which would, in the context of the
issue and offering of the Notes, make this Listing Memorandum as a whole or any such information or the
expression of any such opinions or intentions misleading in any material respect, and that all reasonable
inquiries have been made by us to verify the accuracy of such information. We accept responsibility for the
information contained in this Listing Memorandum accordingly.
This Listing Memorandum does not constitute an offer of, or an invitation by or on behalf of, the Issuer
or the Guarantors or HSBC Bank plc, Merrill Lynch International, Cr ´edit Agricole Corporate and Investment
Bank, Natixis, Banco Santander, S.A. or Soci ´et ´e G ´en ´erale, respectively, for the Euro Notes, or Merrill Lynch,
Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc., Cr ´edit Agricole Corporate and Investment
Bank, Natixis Securities Americas LLC, Santander Investment Securities Inc. or Soci ´et ´e G ´en ´erale, respectively,
for the U.S. Dollar Notes (the ``Initial Purchasers'') to subscribe for or purchase any of the Notes. The
distribution of this Listing Memorandum and/or the Offering in certain jurisdictions may be restricted by law.
Persons into whose possession this Listing Memorandum comes are required by the Issuer, the Guarantors
and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of
certain further restrictions on offers and sales of the Notes and distribution of this Listing Memorandum, see
` Subscription and Sale'' and ``Notice to Certain Investors'' herein.
We have prepared this Listing Memorandum based on information obtained from sources we believe to
be reliable. None of the Initial Purchasers, the Trustee, the Listing Agent, Paying Agent, Transfer Agent or
Registrar represents that the information herein is complete. The information in this Listing Memorandum is
current only as of the date on the cover, and our business or financial condition and other information in this
Listing Memorandum may change after that date. You should consult your own legal, tax and business
advisors regarding an investment in the Notes. Information in this Listing Memorandum is not legal, tax or
business advice.
You should base your decision to invest in the Notes solely on information contained in this Listing
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with any other
information than that contained in this Listing Memorandum and the documents which are made available
for inspection to the public.
The language of this Listing Memorandum is English. Certain legislative references and technical terms
have been cited in their original languages in order that the correct technical meaning may be ascribed to
them under applicable law.
We offered the Notes, and the Guarantors issued the Note Guarantees, in reliance on an exemption from
registration under the U.S. Securities Act for an offer and sale of securities that does not involve a public
offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under ``Notice to Certain Investors.'' You may be required to bear
the financial risk of an investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers
made an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We do
ii

not make any representation to you that the Notes are a legal investment for you. No action has been, or will
be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
The Notes and the Note Guarantees have not been registered under the U.S. Securities Act or any state
securities laws and, unless so registered, may not be offered or sold within the United States or to, or for the
account or benefit of, a U.S. person except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable state securities laws.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent,
approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or
sales, and neither we nor the Initial Purchasers shall have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the ``SEC''), nor any U.S. state securities
commission nor any non-U.S. securities authority nor other authority has approved or disapproved of the
Notes or determined if this Listing Memorandum is truthful or complete. Any representation to the contrary is
a criminal offense.
We have prepared this Listing Memorandum solely for use in connection with the listing of the Notes on
the Luxembourg Stock Exchange Euro MTF Market. This Listing Memorandum may only be used for the
purpose for which it has been published.
The information contained under the caption ``Exchange Rate Information'' includes extracts from
information and data publicly released by official and other sources. This information has been accurately
reproduced and, as far as we are aware and are able to ascertain from the information published by such third
parties, no facts have been omitted which would render the reproduced information inaccurate or
misleading. The information set out in those sections of the Listing Memorandum describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear,
Clearstream and DTC as currently in effect. Investors wishing to use the clearing systems are advised to
confirm the continued applicability of their rules, regulations and procedures. We will not have any
responsibility or liability for any aspect of the records relating to, or payments made on account of, book-
entry interests held through the facilities of any clearing system or for maintaining, supervising or reviewing
any records relating to such book- entry interests. Although this Listing Memorandum contains references to
our website, the information on our website is not incorporated in whole or in part in the Listing
Memorandum and should not be considered a part of the Listing Memorandum.
The Euro Notes were initially issued in the form of global notes and deposited with a common depositary
and registered in the name of the nominee of the common depository for the accounts of Euroclear and
Clearstream and registered in the name of the nominee for the common depositary. Beneficial interests in the
global notes will be shown on, and transfers of beneficial interests in the global notes will be effected only
through, records maintained by Euroclear and Clearstream or their respective participants. The U.S. Dollar
Notes will initially be issued in the form of global notes and will be deposited with, or on behalf of, a
custodian for DTC. Beneficial interests in the global notes will be shown on, and transfers of beneficial
interests in the global notes will be effected only through, records maintained by DTC and its participants. See
` Book-Entry, Delivery and Form.'
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear, Clearstream and DTC or their respective participants under the rules and procedures governing
their operations, nor will we or our agents have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, book-entry interests held through the facilities of any clearing
system or for maintaining, supervising or reviewing any records relating to these book-entry interests.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of their
rules, regulations and procedures. The Notes are subject to restrictions on transferability and resale and may
iii

not be transferred or resold except as permitted under the U.S. Securities Act and applicable securities laws of
any other jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be
aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
See ``Notice to Certain Investors.'
WE HAVE PREPARED THIS LISTING MEMORANDUM SOLELY FOR USE IN CONNECTION WITH
THE LISTING OF THE NOTES AND TAKE RESPONSIBILITY FOR ITS CONTENTS. NO OTHER PERSON,
INCLUDING ANY OF THE INITIAL PURCHASERS OF THE NOTES, IS RESPONSIBLE FOR ITS CONTENTS,
THE NOTES WERE ORIGINALLY SOLD THROUGH AN OFFERING MEMORANDUM DATED
SEPTEMBER 24, 2014.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
(``RSA 421-B'') WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iv

NOTICE TO INVESTORS
European Economic Area.
This Listing Memorandum has been prepared on the basis that any offer
of the Notes in any Member State of the European Economic Area (``EEA'') which has implemented the
Prospectus Directive (each, a ``Relevant Member State'') will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. Accordingly, any
person making or intending to make any offer in that Relevant Member State of the Notes which are subject
of the offering contemplated in this Listing Memorandum, may only do so in circumstances in which no
obligation arises for us or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in
relation to such offer. Neither we nor the Initial Purchasers have authorized, nor do they authorize, the
making of any offer of Notes in circumstances in which an obligation arises for us or the Initial Purchasers to
publish or supplement a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor
do we authorize, the making of any offer of Notes through any financial intermediary, other than offers made
by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this Listing
Memorandum. The expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State and the expression
``2010 Amending Directive'' means Directive 2010/73/EU.
Spain.
The Offering has not been and will not be registered with the CNMV and therefore the Notes
may not be offered or sold or distributed in Spain except in circumstances which do not qualify as a public
offer of the Notes in Spain in accordance with article 30 bis of the Spanish Securities Market Act as amended
and restated, or pursuant to an exemption from registration in accordance with article 41 of the Royal Decree
1310/2005 (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley
24/1988, de 28 de julio, del Mercado de Valores, en materia de admisi ´on a negociaci ´on de valores en
mercados secundarios oficiales, de ofertas p ´ublicas de venta o suscripci ´on y del folleto exigible a tales
efectos).
Switzerland.
This Listing Memorandum is not intended to constitute an offer or solicitation to
purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised,
directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any
other exchange or regulated trading facility in Switzerland. Neither this Listing Memorandum nor any other
offering or marketing material relating to the Notes constitutes a prospectus as such term is understood
pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the
meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland,
and neither this Listing Memorandum nor any other offering or marketing material relating to the Notes may
be publicly distributed or otherwise made publicly available in Switzerland.
United Kingdom.
This Listing Memorandum is for distribution only to persons who: (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, (as amended, the ``Financial Promotion Order'');
(ii) are persons falling within Article 49(2)(a) to (d) (``high net worth companies, unincorporated associations,
etc.'') of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as ``relevant
persons''). This Listing Memorandum is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Listing
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
Hong Kong.
This document has not been and will not be registered with the Registrar of Companies
in Hong Kong. The Notes and Note Guarantees may not be offered or sold in Hong Kong by means of any
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document other than: (i) in circumstances which do not constitute an offer to the public within the meaning
of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong) , and in which the issue or possession of this document does not constitute an offence under
section 103(1) of the Securities of Futures Ordinance (Chapter 571 of the Laws of Hong Kong); or (ii) to
``professional investors'' within the meaning of the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) and any rules made thereunder; or (iii) in other circumstances which do not result in the
document being a ``prospectus'' within the meaning of the Companies (Winding up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), and no advertisement, invitation or document
relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
other than with respect to notes or other securities which are or are intended to be disposed of (i) only to
persons outside Hong Kong; or (ii) only to ``professional investors'' within the meaning of the Securities and
Futures Ordinance (Chapter 517 of the Laws of Hong Kong) and any rules made thereunder.
Japan.
The Notes and Note Guarantees have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (the ``Financial Instruments and Exchange Law'') and the Initial
Purchasers have agreed that they will not offer or sell any securities, directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law
and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore.
This Listing Memorandum has not been and will not be registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this Listing Memorandum and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not
be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an
institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
` SFA''); (ii) to a relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the
SFA.
Where the Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest
(howsoever described) in that trust shall not be transferred within six months after that corporation or that
trust has acquired the Notes under Section 275 except: (1) to an institutional investor under Section 274 of
the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given
for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 32 of the Securities and Futures (Other Investments) (Shares and Debentures)
Regulations 2005 of Singapore.
In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer and
will not be responsible to anyone other than the Issuer for providing the protections afforded to their clients
nor for providing advice in relation to the Offering.
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The Netherlands.
The Notes are not and may not be offered in the Netherlands other than to persons
or entities who or which are qualified investors as defined in Section 1:1 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht) (which incorporates the term ``qualified investors'' as used in the
Prospectus Directive, as amended).''
THIS LISTING MEMORANDUM, INCLUDING ANY DOCUMENTS CONTAINS IMPORTANT
INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO
AN INVESTMENT IN THE NOTES.
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FORWARD-LOOKING STATEMENTS
This Listing Memorandum includes forward-looking statements within the meaning of securities laws of
certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in this Listing Memorandum, including,
without limitation, those regarding our future financial position and results of operations, our strategy, plans,
objectives, goals and targets, future developments in the markets in which we operate or are seeking to
operate or anticipated regulatory changes in the markets in which we operate or intend to operate. In some
cases, you can identify forward-looking statements by terminology such as ``aim,'' ``anticipate,'' ``believe,''
``continue,'' ``could,'' ``estimate,'' ``expect,'' ``forecast,'' ``guidance,'' ``intend,'' ``may,'' ``plan,'' ``potential,''
``predict,'' ``projected,'' ``should'' or ``will'' or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance and are based on numerous assumptions. In addition, expectations or
statements with respect to pending transactions which have not yet closed are inherently uncertain. The
Parent Guarantor's, the Subsidiary Guarantors' and the Group's actual results of operations, including the
Parent Guarantor's, the Subsidiary Guarantors' and the Group's financial condition and liquidity and the
development of the markets in which the Parent Guarantor, each Subsidiary Guarantor and each other
member of the Group operates, may differ materially from (and be more negative than) the forward-looking
statements made in, or suggested by, this Listing Memorandum. Moreover, even if the Parent Guarantor's,
the Subsidiary Guarantors' and the Group's results of operations, including the Parent Guarantor's, the
Subsidiary Guarantors' or the Group's financial condition and liquidity and the development of the industries
in which the Parent Guarantor, each Subsidiary Guarantor and each other member of the Group operates, are
consistent with the forward-looking statements contained in this Listing Memorandum, those results or
developments may not be indicative of results or developments in subsequent periods. Investors should read
the section of this Listing Memorandum entitled ``Risk Factors'' and the description of the business of the
Parent Guarantor, the Subsidiary Guarantors and each member of the Group set forth under ``Business'' for a
more complete discussion of the factors that could affect the Issuer, the Parent Guarantor, the Subsidiary
Guarantors and each member of the Group's future performance and the markets in which the Parent
Guarantor, each Subsidiary Guarantor and each other member of the Group operates. Important risks,
uncertainties and other factors that could cause these differences include, but are not limited to:
· Changes in general economic, political, governmental and business conditions globally and in the
countries in which Abengoa does business;
· Difficult conditions in the global economy and in the global markets; changes in interest rates;
· Changes in inflation rates; changes in prices, including increases in the cost of energy and oil and
other operating costs;
· Decreases in government expenditure budgets and reductions in government subsidies;
· Changes to national and international laws and policies that support renewable energy sources;
· Inability to improve competitiveness of our renewable energy services and products;
· Decline in public acceptance of renewable energy sources;
· Legal challenges to regulations, subsidies and incentives that support renewable energy sources;
· Extensive governmental regulation in a number of different jurisdictions, including stringent
environmental regulation;
· Our substantial capital expenditure and research and development requirements;
· Management of exposure to credit, interest rate, exchange rate, supply and commodity price risks;
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· The termination or revocation of our operations conducted pursuant to concessions;
· Reliance on third-party contractors and suppliers;
· Acquisitions or investments in joint ventures with third parties;
· Unexpected adjustments and cancellations of our backlog of unfilled orders;
· Inability to obtain new sites and expand existing ones;
· Failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse
weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at
one or more of our plants;
· Insufficient insurance coverage and increases in insurance cost;
· Loss of senior management and key personnel; unauthorized use of our intellectual property and
claims of infringement by us of others intellectual property;
· Our substantial indebtedness;
· Our ability to generate cash to service our indebtedness changes in business strategy;
· The subordination of the Notes to the indebtedness and other obligations of our non-guarantor
subsidiaries, including our Unrestricted Subsidiaries (as defined in the ``Description of the Notes'');
· Adverse reactions in financial markets related to decisions on spending by the U.S. government; and
· Various other factors, including those factors discussed under ``Risk Factors'' herein.
The Issuer undertakes no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise, after the date on which the statements
are made or to reflect the occurrence of unanticipated events. You should read this Listing Memorandum
completely and with the understanding that our actual future results or performance may be materially
different from what we expect.
Abengoa has been listed on the Madrid and Barcelona stock exchanges since 1996 and is part of the
Ibex-35 Index.
ix