Obligation Repsol Global Finance B.V. 2% ( XS2156581394 ) en EUR

Repsol Global Finance B.V.

100 % ▼

Espagne

XS2156581394 ( en EUR )

2% par an ( paiement annuel )

15/12/2025 - Obligation échue

Prospectus brochure de l'obligation Repsol Intl Finance B.V XS2156581394 en EUR 2%, échue

100 000 EUR

750 000 000 EUR

Repsol Intl Finance B.V. est une filiale de Repsol, une société énergétique multinationale espagnole, gérant ses activités financières internationales.

L'obligation Repsol Intl Finance B.V. (XS2156581394), émise en Espagne pour un montant total de 750 000 000 EUR, avec un coupon de 2% payable annuellement, une taille minimale d'achat de 100 000 EUR et arrivant à échéance le 15/12/2025, a été remboursée à son prix nominal de 100%.

EXECUTION VERSION
Final Terms
MiFID II product governance / Professional investors and ECPs only target market solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii)
all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (EEA) or in the United Kingdom (the
UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer
within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation).
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail
investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom
may be unlawful under the PRIIPs Regulation.
Final Terms dated 9 April 2020
REPSOL INTERNATIONAL FINANCE B.V.
Legal Entity Identifier (LEI): 5493002YCY6HTK0OUR29
Issue of 750,000,000 2.000% Senior Unsecured Fixed Rate Notes due 15 December 2025
Guaranteed by Repsol, S.A.
under the Euro 10,000,000,000 Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
in the base prospectus dated 3 April 2020 (the Base Prospectus) for the purposes of Regulation (EU)
2017/1129, as amended or superseded (the Prospectus Regulation). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation
and must be read in conjunction with such Base Prospectus. Full information on the Issuer, the
Guarantor and the offer of the Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. The Base Prospectus has been published on
http://www.repsol.com/es_en/corporacion/accionistas-inversores/informacion-
financiera/financiacion/repsol-international-finance/programa-emision-continua.aspx and is available
for viewing on the website of the Luxembourg Stock Exchange at www.bourse.lu.
1

EXECUTION VERSION
1.
(a)
Series Number:
21
(b)
Tranche Number:
1
(c)
Date on which Notes Not Applicable
become fungible:
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount:
(a)
Series:
750,000,000
(b)
Tranche:
750,000,000
4.
Issue Price:
99.967% of the Aggregate Nominal Amount
5.
(a) Specified Denomination:
100,000 and integral multiples of 100,000 in
excess thereof
(b) Calculation Amount
100,000
6.
(a) Issue Date:
15 April 2020
(b) Interest Commencement Date
Issue Date
7.
Maturity Date:
15 December 2025
8.
Interest Basis:
2.000 % Fixed Rate
9.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100% of their nominal amount
10.
Change of Interest or
Not Applicable
Redemption/Payment Basis:
11.
Put/Call Options:
Change of Control Put Option
Residual Maturity Call Option
Substantial Purchase Event
Make-Whole Redemption
(See paragraph 18/19/20/21 below)
12.
Date approval for issuance of Notes
6 April 2020
obtained:
2

EXECUTION VERSION
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions
Applicable
(a)
Rate of Interest:
2.000% per annum payable annually on each
Interest Payment Date
(b)
Interest Payment Date(s):
15 December in each year, commencing 15
December 2020. There will be a short first coupon
from, and including, the Interest Commencement
Date to, but excluding, 15 December 2020
(c)
Fixed Coupon Amount(s):
2,000 per Calculation Amount other than in respect
of the Interest Payment Date falling on 15 December
2020
(d)
Broken Amount(s):
1,333.33 per Calculation Amount, payable on the
Interest Payment Date falling on 15 December 2020
(e)
Day Count Fraction:
Actual/Actual (ICMA)
(f)
Determination Dates:
15 December in each year
14.
Floating Rate Note Provisions
Not Applicable
15.
Zero Coupon Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
16.
Call Option
Not Applicable
17.
Put Option
Not Applicable
18.
Change of Control Put Option
Applicable
(a)
Optional Redemption
5 business days after expiration of Put Period
Date(s):
19.
Residual Maturity Call Option
Applicable
20.
Substantial Purchase Event
Applicable
3

EXECUTION VERSION
21.
Make-Whole Redemption
Applicable
(a)
Make-Whole
Redemption The yield to maturity on the third Business Day
Rate:
preceding the Make-Whole Redemption Date of The
Federal Republic of Germany 1.00 per cent.
government bund due 15 August 2025 (ISIN:
DE0001102382)
(b)
Make-Whole
Redemption 0.40%
Margin:
22.
Final Redemption Amount of
100,000 per Calculation Amount
each Note
23.
Early Redemption Amount
Early
Redemption
Amount(s) 100,000 per Calculation Amount
payable on redemption for taxation
reasons or on event of default or
other early redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
Bearer Notes
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note
25.
New Global Note:
Yes
26.
Financial Centre(s):
TARGET2
27.
Talons for future Coupons or
No
Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
28.
Details relating to Instalment Notes:
Not Applicable
THIRD PARTY INFORMATION
Not Applicable.
4

EXECUTION VERSION
Signed on behalf of Repsol International Finance B.V.:
By:
.....................................
Duly authorised
Signed on behalf of Repsol, S.A.:
By:
.....................................
Duly authorised
5

EXECUTION VERSION
PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO
TRADING
(a)
Admission to trading:
Application is expected to be made by the Issuer (or
on its behalf) for the Notes to be admitted to trading
on the regulated market of the Luxembourg Stock
Exchange with effect from 15 April 2020 or as soon
as possible thereafter.
(b)
Estimate of total expenses 4,200
related to admission to
trading:
2.
RATINGS
Ratings:
The Notes to be issued are expected to be rated:
S&P Global Ratings Europe Limited (S&P): BBB
Moody's Investors Services Limited (Moody's):
Baa2
Fitch Ratings España, S.A.U (Fitch): BBB
S&P, Moody's and Fitch are established in the EU
and registered under Regulation (EC) No 1060/2009
as amended by Regulation (EC) No. 513/2011 (the
"CRA Regulation"). A list of registered credit rating
agencies is published at the European Securities
and
Market
Authority's
website:
www.esma.europa.eu.
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved
in the issue/offer of the Notes has an interest material to the offer. The Managers and their
affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer, the
Guarantor and any of their affiliates in the ordinary course of business for which they may
receive fees.
4.
REASONS FOR THE OFFER AND ESTIMATE PROCEEDS
(a)
Reasons for the offer:
The net proceeds of the issue of Notes will be on-
lent by the Issuer to, or invested by the Issuer in,
other companies within the Repsol Group for use by
such companies for their general corporate
purposes.
6

EXECUTION VERSION
(b)
Estimated net proceeds:
747,652,500
5.
YIELD
Indication of yield:
2.007%.
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.
6.
OPERATIONAL INFORMATION
(a)
ISIN:
XS2156581394
(b)
Common Code:
215658139
(c)
FISN:
As set out on the website of the Association of
National Number Agencies ("ANNA") or alternatively
sourced from the responsible national numbering
agency that assigned the ISIN.
(d)
CFI Code:
As set out on the website of the Association of
National Number Agencies ("ANNA") or alternatively
sourced from the responsible national numbering
agency that assigned the ISIN.
(e)
Any clearing system(s) other Not Applicable
than
Euroclear
and
Clearstream, Luxembourg,
the relevant addresses and
the identification number(s):
(f)
Intended to be held in a Yes. Note that the designation "yes" simply means
manner which would allow that the Notes are intended upon issue to be
Eurosystem eligibility:
deposited with one of the ICSDs as common
safekeeper and does not necessarily mean that the
Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra day credit
operations by the Eurosystem either upon issue or
at any or all times during their life. Such recognition
will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
(g)
Delivery:
Delivery against payment
7

EXECUTION VERSION
(h)
Names and addresses of
additional Paying Agent(s) (if
any):
Not Applicable
7.
DISTRIBUTION
(a)
Method of distribution:
Syndicated
(b)
If syndicated:
(A) Names of Managers:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Bankia S.A.
Barclays Bank PLC
BNP Paribas
CaixaBank, S.A.
Citigroup Global Markets Limited
Deutsche Bank Aktiengesellschaft
Merrill Lynch International
NatWest Markets Plc
Société Générale
UBS AG London Branch
(B) Stabilising Manager(s)
BNP Paribas
(if any)
(c)
If non-syndicated, name
Not Applicable
of Dealer:
(d)
U.S. Selling Restrictions:
Reg. S Compliance Category 2 / TEFRA D
8