Obligation Aldesa Financiera S.A. 7.25% ( XS1028959838 ) en EUR

Aldesa Financiera S.A.

100 % ▲

Espagne

XS1028959838 ( en EUR )

7.25% par an ( paiement semestriel )

31/03/2021 - Obligation échue

Prospectus brochure de l'obligation Aldesa Financial Services S.A XS1028959838 en EUR 7.25%, échue

100 000 EUR

250 000 000 EUR

Aldesa Financial Services S.A. est une société de services financiers qui offre une gamme de solutions financières, notamment le financement de projets, la gestion d'actifs et le conseil financier, principalement au service des entreprises du groupe Aldesa et de ses partenaires.

L'Obligation émise par Aldesa Financiera S.A. ( Espagne ) , en EUR, avec le code ISIN XS1028959838, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2021

Not for General Circulation in the United States
27MAR201418463494
Aldesa Financial Services S.A.
h250,000,000 7.25% Senior Secured Notes due 2021
Aldesa Financial Services S.A., a public limited liability company (soci ´et ´e anonyme) incorporated under the laws of Luxembourg (the
``Issuer''), is offering e250 million aggregate principal amount of its 7.25% senior secured notes due 2021 (the ``Notes'') (the
``Offering'').
Interest on the Notes will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2014. The
Notes will mature on April 1, 2021. The Issuer may redeem the Notes in whole or in part at any time on or after April 1, 2017 at the
redemption prices specified herein. Prior to April 1, 2017, the Issuer may redeem all or part of the Notes at a redemption price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus the applicable ``make
whole'' premium, as described herein. In addition, at any time prior to April 1, 2017, the Issuer may redeem at its option up to 35%
of the Notes with the net cash proceeds from certain equity offerings at a price equal to 107.25% of the principal amount of the
Notes redeemed plus accrued and unpaid interest, and additional amounts, if any, provided that at least 65% of the original principal
amount of the Notes remains outstanding after the redemption.
Further, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law.
Upon the occurrence of certain events defined as constituting a change of control, the Issuer may be required to make an offer to
purchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and
additional amounts, if any.
The Notes will be equal in right of payment with all of the existing and future unsubordinated indebtedness of the Issuer, will be
senior to all future indebtedness of the Issuer that is subordinated in right of payment to the Notes and will be effectively senior to
all of the existing and future unsecured indebtedness of the Issuer.
The Notes will be the Issuer's senior obligations and will be guaranteed on a senior basis by Grupo Aldesa, S.A., a sociedad an ´onima
incorporated under the laws of Spain (the ``Parent Guarantor'') as well as guarantors incorporated under the laws of Spain (the Parent
Guarantor, together with all other guarantors incorporated under the laws of Spain, the ``Spanish Guarantors'') and, on a senior
secured basis, by guarantors incorporated under the laws of Mexico and Poland (together with the Parent Guarantor and the Spanish
Guarantors, the ``Guarantors''). Certain of the Spanish Guarantors will guarantee the Notes only following their conversion into a
Spanish sociedad an ´onima (the ``Conversions'').
The Notes will be secured by first-ranking security interests over (i) the Proceeds Loan (as defined herein) and (ii) shares of capital
stock of the Issuer and the Guarantors (other than the Parent Guarantor) (subject to the Conversions in respect of the pledge of
shares of the Issuer and certain Guarantors) (the ``Collateral''), as more fully described elsewhere in this offering memorandum. The
Collateral will also secure the obligations under our new e100 million revolving credit facility (the ``Revolving Credit Facility'') and the
Revolving Credit Facility will benefit from the proceeds of enforcement on a pro rata and pari passu basis with the Notes. The
Guarantees and the security interests over the Collateral will be subject to legal and contractual limitations. See ``Risk factors--Risks
related to the Notes--The Guarantees, the Notes and Collateral may be subject to release in certain circumstances and are subject to
other limitations and provisions by operation of the Agreed Security Principles.' The Notes, the Guarantees and the security interest
over the Collateral will also be subject to restrictions on enforcement. See ``Insolvency laws and limitations on validity and
enforceability of the Guarantees and security interests.' In addition, rights of the holders of the Notes with respect to the Notes and
the Guarantees will be subject to the Intercreditor Agreement (as defined herein). See ``Annex A--Intercreditor Agreement' for an
execution copy of the Intercreditor Agreement.
Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of the Euro MTF market (the ``Euro
MTF'') under the Luxembourg act relating to offering circulars for securities to list the Notes on the Official List of the Luxembourg
Stock Exchange and for the Notes to be admitted for trading on the Euro MTF market thereof. References in this offering
memorandum to Notes being ``listed'' (and all related references) shall mean that the Notes have been admitted to trading on the
Euro MTF market and are listed on the Official List of the Luxembourg Stock Exchange. The Euro MTF market is not a regulated
market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This Offering Memorandum
constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005, on Prospectus for Securities, as amended.
The Notes will be issued in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof. The Notes will be
represented by one or more global notes, which will be delivered through Euroclear SA/NV (``Euroclear'') and Clearstream Banking,
soci ´et ´e anonyme (``Clearstream''), on or about April 3, 2014 (the ``Issue Date''). See ``Book-entry, delivery and form.''
Investing in the Notes involves a high degree of risk. See ``Risk factors'' beginning on page 22.
Issue price for the Notes: 100.0% plus accrued interest, if any, from the Issue Date.
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``U.S.
Securities Act'') or the securities laws of any other jurisdiction. Accordingly, the Notes and the Guarantees are being offered and sold
inside the United States only to qualified institutional buyers (``QIBs'') in accordance with Rule 144A under the U.S. Securities Act
(``Rule 144A'') and outside the United States to certain persons in offshore transactions in accordance with Regulation S under the
U.S. Securities Act. Prospective purchasers that are QIBs are hereby notified that the sellers of the Notes may be relying on the
exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. For a description of certain
restrictions on transfers of the Notes, see ``Plan of distribution'' and ``Notice to investors.''
Joint Global Coordinators
J.P. Morgan
Santander
Bookrunners
Banco Sabadell
Bankia
CaixaBank
Co-Lead Manager
BBVA
The date of this offering memorandum is April 15, 2014.

You should base your decision to invest in the Notes solely on information contained in this
offering memorandum. The ``Initial Purchasers'' are J.P. Morgan Securities plc, Banco
Santander, S.A., Banco de Sabadell, S.A., Banco Bilbao Vizcaya Argentaria, S.A., Bankia, S.A.,
and CaixaBank, S.A. Neither we nor the Initial Purchasers have authorized any dealer,
salesperson or other person to give any information or represent anything to you other than
the information contained in this offering memorandum. You must not rely on unauthorized
information or representations. You should not assume that the information contained in this
offering memorandum is accurate as of any date other than the date on the front of this
offering memorandum.
Table of contents
Forward looking statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Industry, market data and statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
Presentation of financial and other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Our corporate and financing structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Summary financial and operating information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Selected historical financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Management's discussion and analysis of financial condition and results of operations . . .
63
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
Description of certain financing agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
Insolvency laws and limitations on validity and enforceability of the Guarantees and
security interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232
Book-entry, delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
260
Summary of significant differences between Spanish GAAP and IFRS . . . . . . . . . . . . . . . . .
271
Certain ERISA considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
272
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
274
Notice to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
277
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
281
Independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
Where to find additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
Enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
284
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288
Annex A: Intercreditor Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
Index to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
The Issuer, Aldesa Financial Services S.A., is incorporated as a public limited liability company
(soci ´et ´e anonyme) under the laws of Luxembourg, having its registered office at 9, rue Gabriel
Lippman, Parc d'Activit ´es Syrdall 2, L-5365 Munsbach, Grand Duchy of Luxembourg. As of the
Issue Date, the Issuer will be a direct wholly owned subsidiary of Aldesa Agrupaci ´on. In this
offering memorandum, ``Issuer'' refers only to Aldesa Financial Services S.A.
i

Important information
This offering memorandum has been prepared by us solely for use in connection with the
Offering of the Notes. No action has been, or will be, taken to permit a public offering in any
jurisdiction where action would be required for that purpose. Accordingly, the Notes may not
be offered or sold, directly or indirectly, nor may this offering memorandum be distributed, in
any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell any
Notes or possess or distribute this offering memorandum, and you must obtain all applicable
consents and approvals; neither we nor the Initial Purchasers shall have any responsibility for
any of the foregoing legal requirements. See ``Notice to investors.''
Neither we, the Initial Purchasers, any of our or their respective representatives, nor the Trustee
(as defined herein) are making any representation to you regarding the legality of an
investment in the Notes, and you should not construe anything in this offering memorandum
as legal, business, tax or other advice. You should consult your own advisors as to the legal,
tax, business, financial and related aspects of an investment in the Notes. In making an
investment decision regarding any of the Notes, you must rely on your own examination of the
Issuer and the terms of the Offering, including the merits and risks involved.
This offering memorandum is based on information provided by us and other sources that we
believe to be reliable. The Initial Purchasers are not making any representation or warranty
that this information is accurate or complete and are not responsible for this information. In
this offering memorandum, we have summarized certain documents and other information in a
manner we believe to be accurate, but we refer you to the actual documents for a more
complete understanding.
The information contained in this offering memorandum is correct as of the date hereof.
Neither the delivery of this offering memorandum at any time after the date of publication
nor any subsequent commitment to purchase the Notes shall, under any circumstances, create
an implication that there has been no change in the information set forth in this offering
memorandum or in our business since the date of this offering memorandum.
The information set out in relation to sections of this offering memorandum describing
clearing and settlement arrangements, including ``Book-entry, delivery and form,' is subject to
any change in or reinterpretation of the rules, regulations and procedures of Euroclear or
Clearstream currently in effect. While we accept responsibility for accurately summarizing the
information concerning Euroclear and Clearstream, we accept no further responsibility in
respect of such information.
The Notes will be available initially only in book-entry form. We expect that the Notes offered
hereby will be issued in the form of one or more Global Notes, which will be deposited with,
or on behalf of, a common depositary for the accounts of Euroclear and Clearstream. 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/or Clearstream
and their participants, as applicable. See ``Book-entry, delivery and form.''
The Notes are subject to restrictions on transferability and resale, which are described under
the caption ``Notice to investors.' By possessing this offering memorandum or purchasing any
Note, you will be deemed to have represented and agreed to all of the provisions contained in
that section of this offering memorandum. You should be aware that you may be required to
bear the financial risks of your investment for a long period of time.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers also
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or
no reason and to allot to any prospective purchaser less than the full amount of the Notes
ii

sought by it. The Initial Purchasers and certain of their respective related entities may acquire,
for their own accounts, a portion of the Notes.
Nobody is authorized to give information other than that contained in the Offering
Memorandum. Application has been made to the Official List of the Luxembourg Stock
Exchange for the Notes to be listed and admitted to trading on the Luxembourg Stock
Exchange and the Issuer will submit this offering memorandum to the Luxembourg Stock
Exchange in connection with the listing application. In the course of any review by the
Luxembourg Stock Exchange, the Issuer may be requested to make changes to the financial
and other information included in this offering memorandum in producing listing particulars
for such listing. Comments by the Luxembourg Stock Exchange may require significant
modification to or reformulation of information contained in this offering memorandum or
may require the inclusion of additional information. The Issuer may also be required to update
the information in this offering memorandum to reflect changes in its business, financial
condition or results of operations and prospects. The Issuer cannot guarantee that its
application for admission of the Notes on the Official List of the Luxembourg Stock Exchange
will be approved as at the date of issuance of the Notes or any date thereafter, and settlement
of the Notes is not conditioned on obtaining this listing. Any investor or potential investor
should not base any investment decision relating to the Notes on the information contained in
this offering memorandum after publication of the listing particulars and should refer instead
to those listing particulars.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum under the ``Notice to
investors' section of this offering memorandum.
Notice to investors in the United States
The Notes and the Guarantees have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any state or other jurisdiction in the
United States and may not be offered or sold in the United States, except to QIBs as defined in
Rule 144A, in reliance on the exemption from the registration requirements of the U.S.
Securities Act provided by Rule 144A. The Notes may be offered and sold outside the United
States to non-U.S. persons in offshore transactions in reliance on Regulation S. Prospective
investors are hereby notified that sellers of the Notes may be relying on the exemption from
the registration requirements of Section 5 of the U.S. Securities Act provided by Rule 144A. For
a description of certain restrictions on transfers of the Notes, see ``Notice to investors.''
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor
any non-U.S. securities authority has approved or disapproved of these securities or determined
that this offering memorandum is accurate or complete. Any representation to the contrary is a
criminal offence.
iii

Stabilization
IN CONNECTION WITH THE OFFERING J.P. MORGAN SECURITIES PLC (THE ``STABILIZATION
MANAGER'') (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION 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 CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR
PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY
SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON
OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER
OF THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE
DATE OF ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT
MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF
OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Notice to New Hampshire residents only
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 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 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 HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, 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.
Notice to certain European investors
European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be
made pursuant to an exemption under Article 3 of Directive 2003/71/EC (the ``Prospectus
Directive''), as implemented in Member States of the European Economic Area (the ``EEA''),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person
making or intending to make any offer within the EEA of the Notes should only do so in
circumstances in which no obligation arises for us or any of the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do they
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 offering memorandum.
In relation to each Member State of the European Economic Area that has implemented the
Prospectus Directive (each, a ``Relevant Member State''), each Manager has represented and
agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State it has not made and will not make an offer of
Notes, which are the subject of the Offering contemplated by this offering memorandum to
the public in that Relevant Member State other than:
(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the
iv

prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer;
or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation
to any Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that Member
State, the expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive), and includes any relevant implementing
measure in the Relevant Member State and the expression ``2010 PD Amending Directive''
means Directive 2010/73/EU.
United Kingdom
This offering memorandum is for distribution only to, and is only directed at, 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; or
(iii) 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 (all such persons
together being referred to as ``relevant persons''). This offering 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 document relates is available only
to relevant persons and will be engaged in only with relevant persons. The Notes are being
offered solely to ``qualified investors'' as defined in the Prospectus Directive and accordingly the
offer of Notes is not subject to the obligation to publish a prospectus within the meaning of
the Prospectus Directive.
Spain
The Offering has not been registered with the Comisi ´on Nacional del Mercado de Valores and
therefore the Notes may not be offered or sold or distributed in Spain except in circumstances
that do not qualify as a public offer of securities in Spain in accordance with article 30 bis of
the Securities Market Act (``Ley 24/1988, de 28 de julio del Mercado de Valores'') 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'').
Mexico
The Notes may not be offered and/or sold inside the United States of Mexico.
France
This offering memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code Mon ´etaire et Financier and Title I of Book II
of the R `eglement G ´en ´eral of the Autorit ´e des march ´es financiers (the ``AMF'') and therefore
has not been submitted for clearance to the AMF. Consequently, the Notes may not be, directly
or indirectly, offered or sold to the public in France, and offers and sales of the Notes will only
be made in France to providers of investment services relating to portfolio management for
the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifi ´es) and/or
v

to a closed circle of investors (cercle restreint d'investisseurs) acting for their own accounts, as
defined in and in accordance with Articles L. 411-2 and D. 411-1 of the Code Mon ´etaire et
Financier. Neither this offering memorandum nor any other offering material may be
distributed to the public in France.
Germany
The Offering is not a public offering in the Federal Republic of Germany. The Notes may only
be offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act
of the Federal Republic of Germany (the ``Securities Prospectus Act,'' Wertpapierprospektgesetz,
WpPG), as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004 as
amended, and any other applicable German law. No application has been made under German
law to permit a public offer of Notes in the Federal Republic of Germany. This offering
memorandum has not been approved for purposes of a public offer of the Notes and
accordingly the Notes may not be, and are not being, offered or advertised publicly or by
public promotion in Germany. Therefore, this offering memorandum is strictly for private use
and the offer is only being made to recipients to whom the document is personally addressed
and does not constitute an offer or advertisement to the public. The Notes will only be
available to, and this offering memorandum and any other offering material in relation to the
Notes is directed only at, persons who are qualified investors (qualifizierte Anleger) within the
meaning of Section 2, No. 6 of the Securities Prospectus Act. Any resale of the Notes in
Germany may only be made in accordance with the Securities Prospectus Act and other
applicable laws.
The Netherlands
In The Netherlands, the Notes may only be offered to qualified investors (gekwalificeerde
beleggers) within the meaning of section 1:1 of the Dutch Financial Supervision Act (Wet op
het financieel toezicht). This offering memorandum has not been approved by, registered or
filed with The Netherlands Authority for the Financial Markets (Autoriteit Financi ¨ele Markten).
Grand Duchy of Luxembourg
The Notes may not be offered or sold within the territory of the Grand Duchy of Luxembourg
unless:
· a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier
in accordance with the Law of July 10, 2005 on prospectuses for securities as amended from
time to time (the ``Prospectus Law'') and implementing Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading (the ``Prospectus Directive''), as
amended by the Law of July 3, 2012 which has implemented in Luxembourg law the 2010 PD
Amending Directive; or
· if Luxembourg is not the home member State, the Commission de Surveillance du Secteur
Financier has been notified by the competent authority in the home member state that the
prospectus has been duly approved in accordance with the Prospectus Directive and the 2010
PD Amending Directive; or
· the offer is made to ``qualified investors'' as described in points (1) to (4) of Section I of
Annex II to Directive 2004/39/EC of the European Parliament and of the Council of April 21,
2004 on markets in financial instruments, and persons or entities who are, on request,
treated as professional clients in accordance with Annex II to Directive 2004/39/EC, or
recognized as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC
unless they have requested that they be treated as non-professional clients; or
· the offer benefits from any other exemption to, or constitutes a transaction otherwise not
subject to, the requirement to publish a prospectus.
THIS OFFERING MEMORANDUM 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 offering memorandum contains ``forward looking statements'' within the meaning of the
securities laws of certain jurisdictions, including statements under the captions ``Summary,''
``Risk factors,'' ``Management's discussion and analysis of financial condition and results of
operations,'' ``Business' and in other sections. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the words ``believes,''
``estimates,'' ``anticipates,'' ``expects,'' ``intends,'' ``may,' ``will,'' ``plans,'' ``continue,'' ``ongoing,''
``potential,'' ``predict,'' ``project,'' ``target,'' ``seek'' or ``should'' or, in each case, their negative or
other variations or comparable terminology or by discussions of strategies, plans, objectives,
targets, goals, future events or intentions. These forward looking statements include all matters
that are not historical facts. They appear in a number of places throughout this offering
memorandum and include statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and dividend policy and the industry in which we operate.
In particular, our Backlog and New Order figures are based on a number of assumptions and
estimates and they may not therefore necessarily be indicative of our actual results of
operations for future periods. Please see ``Risk factors--General risks relating to our business
and industry--Our Backlog and New Order measures are not necessarily indicative of our
future net turnover or results of operations.''
By their nature, forward looking statements involve known and unknown 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.
You should not place undue reliance on these forward looking statements.
Any forward looking statements are only made as of the date of this offering memorandum
and we do not intend, and do not assume any obligation, to update forward looking
statements set forth in this offering memorandum.
Many factors may cause our results of operations, financial condition, liquidity and the
development of the industries in which we compete to differ materially from those expressed
or implied by the forward looking statements contained in this offering memorandum.
These factors include, among others:
· the deterioration of the global economic situation and especially of our key markets,
including Spain;
· our dependence on investment policies of PSEs;
· our inability to raise funds and/or obtain the guarantees and project bids necessary to carry
out our activities;
· our exposure to counterparty risks;
· the risk that our Backlog and New Orders will not be indicative of our future net turnover or
results of operations;
· the risk of not qualifying for or being disqualified from tendering for certain projects;
· our dependence on subcontractors, suppliers and other third parties for the operation of our
businesses;
· our current and future fixed-price (or lump sum) contracts, which may result in significant
losses if costs are greater than anticipated;
· events beyond our control, including weather conditions and natural disasters, unexpected
geological or physical conditions, or criminal or terrorist attacks, among other things;
vii

· fluctuations in our cash flow, collection of receivables and Net Debt levels;
· our failure to successfully maintain health and safety policies and procedures;
· risks relating to work stoppages and other labor problems;
· our international operations, particularly in emerging markets, which expose us to risks
inherent to international business, including difficulties in enforcing our legal rights in
certain foreign jurisdictions;
· risks relating to our indebtedness and risks related to the Notes; and
· other factors discussed under ``Risk factors.''
These risks and others described under ``Risk factors' are not exhaustive. Other sections of this
offering memorandum describe additional factors which could adversely affect our results of
operations, financial condition, liquidity and the development of the sectors in which we
operate. New risks can emerge from time to time, and it is not possible for us to predict all
such risks, nor can we assess the impact of all such risks on our business or the extent to which
any risks, or combination of risks and other factors, may cause actual results to differ materially
from those contained in any forward looking statements. Given these risks and uncertainties,
you should not rely on forward looking statements as a prediction of actual results.
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Industry, market data and statistics
This offering memorandum includes market data and certain economic and industry data and
forecasts that we obtained from publicly available information and independent industry
publications and reports and internal company sources. In many cases there is no readily
available external information (whether from trade associations, government bodies or other
organizations) to validate market-related analysis and estimates, requiring us to rely on the
review of industry publications, including information made available to the public by our
competitors.
Industry publications and surveys and forecasts generally state that the information contained
therein has been obtained from sources believed to be reliable, such as the following sources:
Global Construction 2025 report, dated July 2013 and Euroconstruct report, 76th Conference,
dated November 2013. However, the accuracy or completeness of such information is not
guaranteed. We have not independently verified such data and cannot guarantee its accuracy
and completeness. We cannot assure you that any of these statements or estimates are
accurate or correctly reflect our position in the industry, and none of our internal surveys or
information has been verified by any independent sources. While we are not aware of any
misstatements regarding our industry data presented herein, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed
under the heading ``Risk factors' in this offering memorandum.
Certain numerical figures contained in this offering memorandum, including financial
information, market data and certain operating data have been subject to rounding
adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in
tables may not conform exactly to the total figure given for that column or row or the sum of
certain numbers presented as a percentage may not conform exactly to the total percentage
given.
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