Obligation AbengoaTech 7% ( XS1219438592 ) en EUR

AbengoaTech

100 % ▲

Espagne

XS1219438592 ( en EUR )

7% par an ( paiement semestriel )

15/04/2020 - Obligation échue

Prospectus brochure de l'obligation Abengoa XS1219438592 en EUR 7%, échue

100 000 EUR

375 000 000 EUR

Abengoa est une entreprise multinationale espagnole spécialisée dans l'ingénierie et la construction de projets d'infrastructures, d'énergie renouvelable et d'eau.

L'Obligation émise par AbengoaTech ( Espagne ) , en EUR, avec le code ISIN XS1219438592, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2020

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
20MAR201313173802
Abengoa Finance, S.A.U.
g375,000,000
7.00% Senior Notes due 2020
Guaranteed on a senior basis by Abengoa, S.A. and certain of its subsidiaries
Abengoa Finance, S.A.U., incorporated as a limited company (sociedad an ´onima unipersonal) under the laws of Spain (the ``Issuer''), is
offering (the ``Offering'') c375 million aggregate principal amount of its fully and unconditionally guaranteed 7.00% Senior Notes due 2020
(the ``Notes''). The Notes will be issued under an indenture dated April 21, 2015 (the ``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 ``Paying Agent'') and the other parties party thereto. The Issuer will pay interest on the Notes semi annually on each October 15 and
April 15, starting on October 15, 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 Offering Memorandum. In the event of certain changes in tax law, 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. See ``Description of the Notes --
Redemption Upon Changes in Withholding Taxes.'' 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 will be senior debt of the Issuer and will rank pari passu in right of payment to all of the Issuer's existing and future senior
indebtedness. The Notes initially will be 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 will be obligated under the Indenture to make such payments.
The Note Guarantees will 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 will be 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 will be 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 for the Notes to be listed on 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 Offering Memorandum to the Notes being ``listed'' 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 40 and in Item 3.D. of Abengoa's
Annual Report on Form 20-F for the year ended December 31, 2014 (the ``2014 Form 20-F'').
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 will not be subject to Spanish 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 Agent, 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 Notes: 97.954% plus accrued interest, if any, from the Issue Date.
Delivery of the Notes in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, soci ´et ´e anonyme,
Luxembourg (``Clearstream'') will be made on or about April 21, 2015.
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 Investors'' and ``Notice to Certain
Investors'' for additional information about eligible offerees and transfer restrictions.
Joint Global Coordinators and Bookrunning Managers
Citigroup
HSBC
Bookrunning Managers
Bankia
Cr ´edit Agricole CIB
Morgan Stanley
Natixis
Santander
Soci ´et ´e G ´en ´erale
The date of this Offering Memorandum is April 21, 2015.

TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM . . . . . . . . . . . . . . . . . . . .
ii
NOTICE TO NEW HAMPSHIRE RESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
CURRENCY PRESENTATION AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
PRESENTATION OF INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxii
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxiii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . .
17
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
GUARANTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168
NOTICE TO CERTAIN INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . .
177
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ANNEX A: FORM OF PAYMENT STATEMENT TO BE DELIVERED BY THE PAYING AGENT . . . . . . . .
A-1
ANNEX B: ABENGOA, S.A. ANNUAL REPORT ON FORM 20-F FOR THE YEAR ENDED
DECEMBER 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
i

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This Offering 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 Offering Memorandum, together with
any documents incorporated by reference herein, 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 Offering
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 Offering
Memorandum accordingly.
This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of, the Issuer
or the Guarantors or Citigroup Global Markets Limited, HSBC Bank plc, Bankia, S.A., Cr ´edit Agricole
Corporate and Investment Bank, Morgan Stanley & Co. International plc, Natixis, Banco Santander, S.A. or
Soci ´et ´e G ´en ´erale (the ``Initial Purchasers'') to subscribe for or purchase any of the Notes. The distribution of
this Offering Memorandum and/or the Offering in certain jurisdictions may be restricted by law. Persons into
whose possession this Offering 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 Offering Memorandum, see ``Plan
of Distribution'' and ``Notice to Certain Investors'' herein.
In connection with this Offering, the Initial Purchasers and any of their respective affiliates acting as
investors for their own account may take up Notes and in that capacity may retain, purchase or sell for their
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
Offering Memorandum to the Notes being issued, offered or placed should be read as including any issue,
offering or placement of securities to the Initial Purchasers and any of their affiliates acting in such capacity.
The Initial Purchasers 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.
We have prepared this Offering 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 Offering Memorandum is
current only as of the date on the cover, and our business or financial condition and other information in this
Offering Memorandum may change after that date. You should consult your own legal, tax, financial and
business advisors regarding an investment in the Notes. Information in this Offering Memorandum is not
legal, tax or business advice.
You should base your decision to invest in the Notes solely on information contained, or incorporated by
reference, in this Offering Memorandum. Neither we nor the Initial Purchasers have authorized anyone to
provide you with any other information than that contained in this Offering Memorandum and the
documents incorporated by reference or otherwise referred to herein and which are made available for
inspection to the public.
ii

The language of this Offering 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 are offering the Notes, and the Guarantors are issuing 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 are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes
is prohibited. We do 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.
Until 40 days after the commencement of this Offering, an offer or sale of the Notes or the Note
Guarantees offered by this Offering Memorandum within the United States by any dealer (whether or not
participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer
or sale is made otherwise than pursuant to Rule 144A.
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 Offering Memorandum is truthful or complete. Any representation to the contrary
is a criminal offense.
We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the U.S. Securities Act and to certain non-U.S. persons
(within the meaning of Regulation S under the U.S. Securities Act) in offshore transactions outside the U.S.
under Regulation S under the U.S. Securities Act. This Offering 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 Offering Memorandum describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear
and Clearstream 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 Offering Memorandum contains references to our website,
except as specifically provided herein, the information on our website is not incorporated in whole or in part
in the Offering Memorandum and should not be considered a part of the Offering Memorandum.
iii

The Notes will initially be issued in the form of global notes and will be deposited with a common
depositary and registered in the name of the nominee of the common depository 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
Clearstream or their respective 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 and Clearstream 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 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.''
IN CONNECTION WITH THE OFFERING OF NOTES, HSBC BANK PLC (THE ``STABILIZING
MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE STABILIZING 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 ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF
THE OFFER OF THE NOTES, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN 30 CALENDAR DAYS AFTER THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE OR NO LATER
THAN 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES, WHICHEVER IS
THE EARLIER.
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.
NOTICE TO INVESTORS
European Economic Area.
This Offering 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 Offering Memorandum, may only do so in circumstances in which no
iv

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 Offering
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.
Neither this Offering Memorandum nor any separate Spanish language prospectus (folleto
informativo) has been or will 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 (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), as amended, and regulations made thereunder.
Switzerland.
This Offering 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 Offering 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 Offering 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 Offering 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 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
Offering 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
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
v

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 Offering Memorandum has not been and will not be registered as a prospectus with
the Monetary Authority of Singapore. Accordingly, this Offering 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 this 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.
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 OFFERING MEMORANDUM, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE
HEREIN, CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ BEFORE YOU MAKE
ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
vi

FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all
statements other than statements of historical facts contained in this Offering 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 Offering 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 Offering Memorandum, those results or
developments may not be indicative of results or developments in subsequent periods. Investors should read
the section of this Offering Memorandum entitled ``Risk Factors'', Item 3.D. of the 2014 Form 20-F and the
description of the business of the Parent Guarantor, the Subsidiary Guarantors and each member of the
Group in Item 4.B. of the 2014 Form 20-F entitled ``Business Overview'' 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:
·
Failure to realize the expected strategic and financial benefits from our joint venture with EIG;
·
Failure to reduce our shareholding in Abengoa Yield;
·
Failure to complete the sale by us of certain concessional assets to Abengoa Yield;
·
Changes in general economic, political, governmental and business conditions globally and in the
countries in which we do business;
·
Management of the economic, political and other risks inherent in operating in emerging markets;
·
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;
vii

·
Changes 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;
·
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;
·
Failure to comply with laws and regulations, including anti-bribery laws;
·
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 and in Item 3.D.
of the 2014 Form 20-F.
The forward-looking statements made in this Offering Memorandum relate only to events or
information as of the date on which the statements are made in this Offering Memorandum. Except as
required by law, we undertake 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 Offering Memorandum
and the documents incorporated by reference in this Offering Memorandum (see ``Incorporation of Certain
Documents by Reference''), completely and with the understanding that our actual future results or
performance may be materially different from what we expect.
viii

AVAILABLE INFORMATION
Abengoa's class B shares are listed on the NASDAQ Global Select Market and while our shares remain
listed on the NASDAQ Global Select Market we must comply with the reporting and governance
requirements under the Securities Exchange Act of 1934, as amended (the ``Exchange Act''), and the listing
rules of the NASDAQ Global Select Market, as a foreign private issuer. In accordance with Exchange Act
requirements, Abengoa files reports and other information with the SEC. These reports and other
information can be inspected, and copies can be obtained, at the Public Reference Room of the SEC located
at 100 F Street, N.E., Room 1580, Washington, DC 20549 U.S.A. at prescribed rates. The SEC also maintains a
website that contains reports and other information regarding registrants that file electronically with the SEC,
including Abengoa. The address of this website is http://www.sec.gov. For further information on the
operation of the public reference facilities call the SEC at +1-800-732-0330.
Abengoa has been listed on the Madrid and Barcelona stock exchanges since 1996 and is part of the Ibex
35 Index.
Incorporation of Certain Documents by Reference
We incorporate by reference into this Offering Memorandum the documents listed below, which have
also been filed with the SEC:
(a) Abengoa's Current Report on Form 6-K submitted to the SEC on March 17, 2015 with respect to the
composition of its audit committee and its appointments and remuneration committee;
(b) Abengoa's Current Report on Form 6-K submitted to the SEC on March 30, 2015 with respect to its
General Shareholders' Meeting held on March 29, 2015;
(c)
Abengoa's Current Report on Form 6-K submitted to the SEC on April 1, 2015 with respect to its
2014 dividend distribution;
(d) the Abengoa 2014 Form 20-F; and
(e) the Abengoa consolidated financial statements as of and for the years ended December 31, 2013
and 2012 included in the Abengoa Form 20-F for the fiscal year ended December 31, 2013.
This Offering Memorandum is qualified in its entirety by the more detailed information contained in the
documents incorporated by reference herein. The 2014 Form 20-F is attached as Annex B to this Offering
Memorandum.
Any statement contained herein or in a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Offering Memorandum to the extent that a statement
contained herein or therein or in any other subsequently filed document which also is incorporated by
reference herein modifies or replaces such statement. Furthermore, any statement contained in the 2014
Form 20-F attached as Annex B to this Offering Memorandum shall be deemed to be modified or superseded
for purposes of this Offering Memorandum to the extent a statement elsewhere in this Offering
Memorandum modifies or replaces such statement. Any statement so modified or superseded, in each case,
shall not be deemed, except as so modified or superseded, to constitute a part of this Offering Memorandum.
PRESENTATION OF FINANCIAL INFORMATION
The Issuer was incorporated on October 4, 2010 as a direct wholly-owned subsidiary of the Parent
Guarantor for the purpose of facilitating certain financing activities of the Group.
Because the Issuer is a finance subsidiary without significant operations, we have primarily discussed in
this Offering Memorandum financial information of the Parent Guarantor and its subsidiaries as of and for
the years ended December 31, 2014, 2013 and 2012. Accordingly, all references to ``we,'' ``us,'' ``our,'' ``the
ix