Obligation Abengoa 4.5% ( XS0481758307 ) en EUR

Abengoa

6.5 % ⇌

Espagne

XS0481758307 ( en EUR )

4.5% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

30/03/2027 - Obligation échue

Prospectus brochure de l'obligation Abengoa XS0481758307 en EUR 4.5%, échue

50 000 EUR

250 000 000 EUR

L'Obligation émise par Abengoa ( Espagne ) , en EUR, avec le code ISIN XS0481758307, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2027

Offering Circular dated 1 February 2010
Abengoa, S.A.
(Incorporated with limited liability in The Kingdom of Spain)
250,000,000 4.50 per cent.
Senior Unsecured Convertible Notes due 2017
Issue Price of the Notes: 100 per cent.
Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
CALYON
NATIXIS
SOCIÉTÉ GÉNÉRALE CORPORATE &
INVESTMENT BANKING
Co-Bookrunner and Manager
SANTANDER GLOBAL BANKING & MARKETS

Application has been made to admit the 250,000,000 4.50 per cent. Senior Unsecured Convertible Notes due
2017 (the "Notes") of Abengoa, S.A. ("Abengoa", the "Issuer" or the "Company", which shall, where the
context so requires, include one or more of its subsidiaries) to the official list of the Luxembourg Stock
Exchange (the "Official List") and application has been made to admit the Notes 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 Offering Circular to the Notes being "listed" (and all
related references) shall mean that the Notes have been admitted to the Official List and admitted to trading
on the Euro MTF Market. The Notes will, subject as provided herein, be convertible into fully paid ordinary
shares of the Issuer (the "Ordinary Shares") at an initial conversion price of 30.27 per Ordinary Share,
subject to adjustment in certain circumstances as described herein. For the terms of the conversion rights, see
"Terms and Conditions of the Notes --Conversion of Notes".
The Notes will be issued in registered form in nominal amounts of 50,000. The Notes will be represented by a
global certificate (the "Global Certificate") which will be deposited with a common depositary for, and
registered in the name of a common nominee of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") on 3 February 2010 (the "Closing Date"). The
Global Certificate will be exchangeable for definitive Notes in registered form in the denomination of 50,000
and integral multiples thereof in the limited circumstances set out in it. See "Summary of Provisions relating
to the Notes while in Global Form" for further detail.
This Offering Circular constitutes a prospectus for the purposes of the Luxembourg Act dated 10 July 2005
relating to prospectuses for securities. This document does not constitute a prospectus for the purposes of
Article 3 of Directive 2003/71/EC.
This Offering Circular may only be used for the purposes for which it has been published.
The Issuer, having made all reasonable inquiries, confirms that this Offering Circular contains all
information with respect to the Issuer and its subsidiaries and affiliates taken as a whole (the "Group"), the
Notes and the Ordinary Shares which 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 document 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 the Issuer to verify the accuracy of such
information. The Issuer accepts responsibility for the information contained in this Offering Circular
accordingly.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or BNP
Paribas, CALYON, NATIXIS and Société Générale (the "Joint Bookrunners and Joint Lead Managers") and
Banco Santander S.A. (the "Co-Bookrunner and Manager" and together with the Joint Bookrunners and
Joint Lead Managers, the "Managers") to subscribe for or purchase any of the Notes or the Ordinary Shares.
The distribution of this Offering Circular and/or the offering of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and
the Managers to inform themselves about and to observe any such restrictions. For a description of certain
further restrictions on offers and sales of Notes and/or the Ordinary Shares and distribution of this Offering
Circular, see "Subscription and Sale" herein.
Each of the Managers is acting for the Issuer and no one else in connection with the offering and will not
regard any other person (whether or not a recipient of this document) as its client in relation to the offering
and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of
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the Managers, or for providing advice in relation to the offering, the contents of this document or any
transaction or arrangement or other matter referred to in this document. This Offering Circular should be
read and construed in conjunction with any documents incorporated herein by reference. See "Documents
Incorporated by Reference" for further detail.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular in connection with the issue, offering or sale of the Notes and any information or representation not
so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Managers
or Deutsche Bank, S.A.E (the "Commissioner"). Neither the delivery of this Offering Circular nor any sale
made in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has been
most recently amended or supplemented or that there has been no adverse change in the financial position of
the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended
or supplemented or that the information contained in it or any other information supplied in connection with
the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of
this Offering Circular or for any other statement, made or purported to be made by a Manager or on its
behalf in connection with the Issuer or the issue and offering of the Notes. Each Manager accordingly
disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above)
which it might otherwise have in respect of this Offering Circular or any such statement.
Neither the Notes nor the Ordinary Shares issuable upon conversion of the Notes have been or will be
registered under the United States Securities Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any jurisdiction. The Notes are being offered in offshore transactions outside the
United States in reliance on Regulation S ("Regulation S") under the Securities Act and, unless the Notes are
registered under the Securities Act or any other exemption from the registration requirements of the Securities
Act is available, may not be offered or sold within the United States.
Investors must rely upon their own examination of the Issuer and its subsidiaries taken as a whole (the
"Group"), the terms of the offering and the financial information contained herein, in making an investment
decision. Potential investors should consult their own professional advisors as needed to make their
investment decision and to determine whether they are legally permitted to purchase the Notes under
applicable laws and regulations.
In this Offering Circular, references to "" and "euro" are to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European Union, as
amended from time to time.
In connection with this issue, each of the Managers and any of their respective affiliates acting as an investor
for its own account may take up Notes and in that capacity may retain, purchase or sell for its own account
such securities and any securities of the Issuer or related investments and may offer or sell such securities or
other investments otherwise than in connection with this issue. Accordingly, references in this document to the
Notes being issued, offered or placed should be read as including any issue, offering or placement of
securities to the Managers and any of their affiliates acting in such capacity. The Managers do not intend to
disclose the extent of any such investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
In connection with the issue of the Notes, BNP Paribas (the "Stabilising Manager") or any person acting on
behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is no
3

assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date
of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager (or any person acting on behalf of any Stabilising Manager) in accordance with all
applicable laws and rules.
Investors should read "Risk Factors" beginning on page 14 for a discussion of certain factors which
should be considered before buying the Notes.
Forward-looking Statements
This Offering Circular includes forward-looking statements. These forward-looking statements include, but
are not limited to, all statements other than statements of historical facts contained in this Offering Circular,
including, without limitation, those regarding the Issuer's and the Group's future financial position and results
of operations, the Issuer's and the Group's strategy, plans, objectives, goals and targets, future developments
in the markets in which the Issuer and each other member of the Group participates or is seeking to
participate or anticipated regulatory changes in the markets in which the Issuer and each other member of
the Group operates or intends to operate. In some cases, investors can identify forward-looking statements by
terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast,"
"in the future," "intend," "may," "plan," "potential," "predict," "project," "should," "will" or "would" 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. The Issuer's and the Group's
actual results of operations, including the Issuer's and the Group's financial condition and liquidity and the
development of the industry in which the Issuer 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
Offering Circular. In addition, even if the Issuer's and the Group's results of operations, including the Issuer's
or the Group's financial condition and liquidity and the development of the industry in which the Issuer
operates, are consistent with the forward-looking statements contained in this Offering Circular, those results
or developments may not be indicative of results or developments in subsequent periods. Investors should
read the section of this Offering Circular entitled "Risk Factors," and the description of the business of the
Issuer in the section of this Offering Circular entitled "Description of the Issuer" for a more complete
discussion of the factors that could affect the Issuer's future performance and the markets in which the Issuer
and each other member of the Group operates. In light of these risks, uncertainties and assumptions, the
forward-looking events described in this Offering Circular may not occur. The Issuer undertakes no
obligation to update or revise any forward-looking statement, whether as a result of new information or future
events or developments.
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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................... 6
OVERVIEW OF THE OFFERING.................................................................................................................... 8
RISK FACTORS .............................................................................................................................................. 14
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 25
REGULATIONS OF THE SYNDICATE OF NOTEHOLDERS..................................................................... 59
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 65
USE OF PROCEEDS....................................................................................................................................... 67
DESCRIPTION OF THE ISSUER................................................................................................................... 68
DESCRIPTION OF THE ORDINARY SHARES ........................................................................................... 94
TAXATION.................................................................................................................................................... 100
SUBSCRIPTION AND SALE ........................................................................................................................117
GENERAL INFORMATION......................................................................................................................... 120
5

DOCUMENTS INCORPORATED BY REFERENCE
Each document incorporated herein by reference is current only as at the date of such document, and the
incorporation by reference of such documents shall not create any implication that there has been no change
in the affairs of the Issuer or the Group, as the case may be, since the date thereof or that the information
contained therein is current as at any time subsequent to its date. Any statement contained in any document
incorporated herein by reference shall be deemed to be modified or superseded for the purposes of this
Offering Circular to the extent that a statement contained herein modifies or supersedes that statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Offering Circular.
The following documents are incorporated herein by reference:
(a)
the audited consolidated annual accounts of the Issuer prepared in accordance with International
Financial Reporting Standards as adopted by the European Union ("IFRS-EU") as of and for the
financial years ended 31 December 2007 and 2008, which include the auditor's reports and the
consolidated directors' report;
(b)
the unaudited consolidated condensed interim financial statements of the Issuer as of and for the six
months ended 30 June 2009 prepared in accordance with IFRS-EU, which include the consolidated
directors' report for that period;
(c)
the fiscal, transfer and conversion agency agreement to be entered into on 3 February 2010 in relation
to the Notes by the Issuer, Deutsche Bank AG, London Branch as fiscal agent and the other parties
named therein (the "Fiscal Agency Agreement"); and
(d)
the first nine months 2009 results announcement published by the Issuer on 4 November 2009 in
respect of its unaudited consolidated interim financial information as of and for the nine months
ended 30 September 2009.
The following items appearing in the audited consolidated annual accounts or in the unaudited condensed
consolidated interim financial statements of the Issuer are to be found on the following pages:
First nine months 2009 results of the Issuer:
Details of the Profit and Loss Account for the nine months ended 30 September 2009............
12
Audited consolidated annual accounts of the Issuer for the financial year ended 31 December 2008 (the
"2008 Accounts"):
Consolidated Balance Sheet as at 31 December 2008 ...................................................................
9-10
Consolidated Income Statement for the year ended 31 December 2008........................................
12
Statement of Changes in Shareholders' Equity for the year ended 31 December 2008.................
14
Consolidated Cash Flow Statement for the year ended 31 December 2008...................................
16
Notes to the Consolidated Annual Accounts as at 31 December 2008 ..........................................
18-129
Auditors' Report on the Consolidated Annual Accounts...............................................................
4-5
Directors' Report ...........................................................................................................................
179-207
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Audited consolidated annual accounts of the Issuer for the financial year ended 31 December 2007 (the
"2007 Accounts"):
Consolidated Balance Sheet as at 31 December 2007 ...................................................................
10-11
Consolidated Income Statement for the year ended 31 December 2007........................................
13
Statement of Changes in Shareholders' Equity for the year ended 31 December 2007.................
15
Consolidated Cash Flow Statement for the year ended 31 December 2007...................................
17
Notes to the Consolidated Annual Accounts as at 31 December 2007 ..........................................
19-160
Auditors' Report on the Consolidated Annual Accounts...............................................................
6-7
Directors' Report ...........................................................................................................................
162-191
The documents referred to above are English translations of the original Spanish versions. The Issuer
confirms that each such translation is a free but nevertheless accurate translation of the original Spanish text.
Any documents themselves incorporated by reference in the documents incorporated by reference in this
Offering Circular shall not form part of this Offering Circular.
A copy of this Offering Circular and the documents incorporated by reference in this Offering Circular
(including the Fiscal Agency Agreement (as defined herein)) are available free of charge as long as the Notes
are outstanding at the offices of the Paying, Transfer and Conversion Agents and the Registrar specified at the
end of this Offering Circular. Written or oral requests for such documents should be directed to the specified
offices of the Paying, Transfer and Conversion Agents and the Registrar. Such documents are also available
for viewing on the website of the Luxembourg Stock Exchange (www.bourse.lu).
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OVERVIEW OF THE OFFERING
The following overview refers to certain provisions of the Terms and Conditions of the Notes and is qualified
by more detailed information contained elsewhere in this Offering Circular. Prospective investors should read
this Offering Circular in its entirety. Terms which are defined in "Terms and Conditions of the Notes" have
the same meaning when used in this overview.
Issuer
Abengoa, S.A.
Notes
250,000,000 4.50 per cent. Senior Unsecured Convertible
Notes due 2017.
The Offering
The Notes are being offered by the Managers outside the
United States in accordance with Regulation S under the
Securities Act.
Closing Date
3 February 2010.
Issue Price
100 per cent. of the nominal amount of the Notes.
Final Maturity
Unless previously purchased and cancelled, redeemed or
converted, the Notes will be redeemed on 3 February 2017 (the
"Final Maturity Date") at their principal amount.
Form and Denomination
The Notes will be represented by a Global Certificate, without
interest coupons, which will be deposited with a common
depositary on behalf of the Clearstream, Luxembourg and
Euroclear systems on 3 February 2010. The Global Certificate
will be exchangeable for definitive Notes in registered form in
the denomination of 50,000 in the limited circumstances set
out in the Global Certificate. See "Summary of Provisions
relating to the Notes while in Global Form".
Interest
The Notes bear interest from and including the Closing Date at
4.50 per cent. per annum payable semi-annually in arrear in
equal instalments on 3 February and 3 August each year,
commencing on 3 August 2010.
Status of the Notes
The Notes will constitute direct, unconditional, unsubordinated
and (subject to Condition 2) unsecured obligations of the Issuer
ranking pari passu and rateably, without any preference among
themselves, and, save as provided herein, equally with all the
other existing and future unsecured and unsubordinated
indebtedness of the Issuer.
Negative Pledge
So long as any of the Notes remain outstanding, the Issuer will
not create or permit to subsist, and will ensure that none of its
Material Subsidiaries will create or permit to subsist, any
mortgage, charge, pledge, lien or other form of encumbrance or
security interest upon the whole or any part of its property or
assets present or future to secure any Relevant Indebtedness (as
defined in Condition 3 and, in particular, excluding Non-
Recourse Financing), except as provided herein. However, any
Subsidiary acquired after the Closing Date may have an
outstanding Security Interest (as defined in Condition 3) with
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respect to any Relevant Indebtedness so long as: (i) such
Security Interest was outstanding on the date on which such
Subsidiary became a Subsidiary and was not created in
contemplation of such Subsidiary becoming a Subsidiary or in
substitution for or to replace either such outstanding Security
Interest; and (ii) the nominal amount of the Relevant
Indebtedness is not increased after the date that such Subsidiary
became a Subsidiary. See "Terms and Conditions of the Notes
-- Negative Pledge".
Cross Acceleration
The Notes will contain a cross acceleration provision, subject to
a threshold of 30,000,000, as further described in "Terms and
Conditions of the Notes - Events of Default".
Other Events of Default
For a description of certain other events that will permit the
Notes to become immediately due and payable at their principal
amount, together with accrued interest, see "Terms and
Conditions of the Notes -- Events of Default". Events of default
are limited only to events that occur in relation to the Issuer or
its Material Subsidiaries, being Subsidiaries (other than Non-
Recourse Subsidiaries (as defined in the Conditions)) whose
total assets or EBITDA represent at least five per cent. of the
consolidated assets or EBITDA of the Issuer and its
Subsidiaries.
Redemption at the Option of the Issuer
The Notes may be redeemed at the option of the Issuer in whole
(but not in part only) at the Optional Redemption Price as at the
date fixed for redemption together with accrued interest to such
date (i) at any time on or after 24 February 2013 if, on at least
20 Trading Days in any period of 30 consecutive Trading Days
ending not earlier than 15 days prior to the date on which the
relevant notice of redemption is given to Noteholders, the
closing price as derived from the relevant Stock Exchange of
the Ordinary Shares that would fall to be issued in relation to
the conversion of a Note shall have exceeded euro 65,000 on
each such dealing day, or (ii) at any time if prior to the date on
which the relevant notice of redemption is given to
Noteholders, Conversion Rights shall have been exercised
and/or purchases (and corresponding cancellations) and/or
redemptions effected in respect of 85 per cent. or more in
nominal amount of the Notes originally issued, or (iii) at any
time within the period of 90 days commencing on the calendar
day following the end of the Put Period. See "Terms and
Conditions of the Notes -- Redemption, Purchase and
Triggering Event Protections -- Redemption at the Option of
the Issuer".
Redemption at the Option of the
Following the occurrence of a Tender Offer Triggering Event,
Noteholders
the holder of each Note will have the right to require the Issuer
to redeem that Note on the Put Date (as defined in Condition
7(d)(i)) at the Put Price (as defined in Condition 7(d)(i)),
9

together with accrued interest to (but excluding) the Put Date.
Following the occurrence of a Relevant Person Triggering
Event, the holder of each Note will have the right to require the
Issuer to redeem that Note on the Put Date at its principal
amount together with accrued interest to (but excluding) the Put
Date.
In addition, on 3 February 2015, the holder of each Note will
have the right to require the Issuer to redeem that Note at its
principal amount together with accrued but unpaid interest to
such date.
See "Terms and Conditions of the Notes -- Redemption,
Purchase and Triggering Event Protections --Redemption at
the option of Noteholders".
Taxation
All payments in respect of the Notes by or on behalf of the
Issuer shall be made free and clear of, and without withholding
or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature, unless such
withholding or deduction is required by applicable laws or
regulations. If any such withholding or deduction is so required,
the relevant payment shall be made subject to and after any
such withholding or deduction and no additional amounts shall
be payable by the Issuer in respect of any such withholding or
deduction.
Noteholders 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.
See "Terms and Conditions of the Notes -- Taxation" and
"Taxation".
Conversion Rights
The use of the word "conversion" (and related terms) in the
following summary of the terms and conditions of the Notes
shall be construed as encompassing the exchange of Notes for
new and/or existing Ordinary Shares.
Subject to the right of the Issuer to make a Cash Settlement
Election (as defined in Condition 6(j)), unless previously
redeemed or purchased and cancelled, each Note will be, at the
option of the Noteholder, convertible into new and/or existing
Ordinary Shares during the Conversion Period. The number of
Ordinary Shares to be issued in respect of a Note will be
determined by dividing the aggregate nominal amount of the
Notes by the Conversion Price in effect on the relevant
Conversion Date, and if necessary rounding down to the nearest
whole number of Ordinary Shares. See "Terms and Conditions
of the Notes -- Conversion of Notes".
Conversion Notices will be acted upon by the Issuer only once
a month on the first day of each month, or the following Madrid
business day if the first day is not a Madrid business day. In
order for the Conversion Notice to be acted upon on such day, it
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Document Outline

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