Bond Iberdrola Energía 4.25% ( XS0767977811 ) in EUR

Issuer Iberdrola Energía
Market price 100 %  ⇌ 
Country  Spain
ISIN code  XS0767977811 ( in EUR )
Interest rate 4.25% per year ( payment 1 time a year)
Maturity 11/10/2018 - Bond has expired



Prospectus brochure of the bond Iberdrola XS0767977811 in EUR 4.25%, expired


Minimal amount 100 000 EUR
Total amount 1 400 000 000 EUR
Detailed description Iberdrola is a Spanish multinational electric utility company engaged in the generation, distribution, and commercialization of electricity and gas.

The Bond issued by Iberdrola Energía ( Spain ) , in EUR, with the ISIN code XS0767977811, pays a coupon of 4.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/10/2018







Drawdown Prospectus Dated 31 October 2012
IBERDROLA INTERNATIONAL B.V.
(Incorporated with limited liability in The Netherlands and having its corporate domicile in Amsterdam)
Issue of euro 400,000,000 4.250 per cent. Notes due October 2018 (the Notes)
to be consolidated and form a single series with the existing euro 1,000,000,000 4.250
per cent. Notes due October 2018
Guaranteed by
IBERDROLA, S.A.
(Incorporated with limited liability in the Kingdom of Spain)
The Notes are issued under the 20,000,000,000 Euro Medium Term Note Programme (the Programme)
of Iberdrola International B.V. (the Issuer), guaranteed (the Guarantee) by Iberdrola, S.A. (the Guarantor).
Application has been made to the Commission de Surveillance du Secteur Financier (CSSF), in its capacity as the
competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities as
amended by the Luxembourg Act dated 3 July 2012 on prospectuses for securities (the Luxembourg Act), for the
approval of this Drawdown Prospectus as a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as
amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to
the extent that such amendments have been implemented in a relevant Member State), (the Prospectus
Directive). Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted to
trading on the Luxembourg Stock Exchange's regulated market (which is a regulated market for the purposes of
the Markets in Financial Instruments Directive 2004/39/EC) and to be listed on the official list of the Luxembourg
Stock Exchange.
The Notes have been rated Baa1 (on review for downgrade) by Moody's Investors Service Ltd. (Moody's),
BBB+ (on CreditWatch, with negative implications) by Standard & Poor's Credit Market Services Europe
Limited (S&P) and BBB+ (Rating Watch Negative) by Fitch Ratings Ltd. (Fitch). Moody's, S&P and Fitch are
established in the European Union and have been registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies. A rating is not a
recommendation to buy, sell or hold Notes and may be subject to suspension, change or withdrawal by the
assigning rating agency.
The rating of certain series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to the relevant series of Notes will be issued by a
credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 as
amended by Regulation (EC) No. 513/2011 (the "CRA Regulation") will be disclosed in the Final Terms. A list
of registered credit rating agencies is published at the European Securities and Market Authority's website:
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in
the Notes.
Joint Lead Managers
BofA Merrill Lynch
Crédit Agricole CIB
Mizuho Securities


This Drawdown Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC, as amended (the Prospectus Directive)
This Drawdown Prospectus is published for the purpose of giving information with regard to the
Issuer, the Guarantor, the subsidiaries of the Guarantor (together with the Guarantor, the Group) and
the Notes. The Issuer and the Guarantor accept responsibility for the information contained in this
Drawdown Prospectus. To the best of the knowledge and belief of the Issuer and the Guarantor (each
of which has taken all reasonable care to ensure that such is the case), the information contained in the
Drawdown Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information. This Drawdown Prospectus is to be read in conjunction with all documents
which are deemed to be incorporated herein by reference (see "Documents Incorporated by
Reference").
No person has been authorised to give any information or to make any representation other than
those contained in this Drawdown Prospectus in connection with the Programme or the issue or sale of
the Notes and if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer, the Guarantor or any of the Joint Lead Managers. Neither this
Drawdown Prospectus, the Programme nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of either of the Issuer
or the Guarantor since the date hereof or the date upon which this document has been most recently
supplemented or that there has been no adverse change in the financial position of the Issuer or the
Guarantor since the date hereof or the date upon which this document has been most recently
supplemented or that any other information supplied in connection with this Drawdown Prospectus or
the Programme is correct as of any time subsequent to the date on which it is supplied or, if different,
the date indicated in the document containing the same.
The Joint Lead Managers have not separately verified the information contained in this
Drawdown Prospectus. None of the Joint Lead Managers makes any representation, express or
implied, or accepts any responsibility with respect to the accuracy or completeness of any of the
information in this Drawdown Prospectus. Neither this Drawdown Prospectus nor any other financial
statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, the Guarantor or the Joint Lead Managers that any
recipient of this Drawdown Prospectus or any other financial statements should purchase the Notes.
Each potential purchaser of the Notes should determine for itself the relevance of the information
contained in this Drawdown Prospectus and its purchase of the Notes should be based upon such
investigation as it deems necessary. None of the Joint Lead Managers undertakes to review the
financial condition or affairs of the Issuer or the Guarantor during the life of the arrangements
contemplated by this Drawdown Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Joint Lead Managers.
This Drawdown Prospectus does not constitute an offer of, or an invitation by or on behalf of
the Issuer, the Guarantor or the Joint Lead Managers to subscribe for, or purchase, the Notes.
The Notes and the Guarantee have not been and will not be registered under the United States
Securities Act of 1933 (as amended) (the Securities Act) and include the Notes that are subject to U.S.
tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons.
This Drawdown Prospectus does not constitute an offer to sell or the solicitation of an offer to
buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Drawdown Prospectus and the offer or sale of the Notes
may be restricted by law in certain jurisdictions. The Issuer, the Guarantor and the Joint Lead
Managers do not represent that this Drawdown Prospectus may be lawfully distributed, or that the
2


Notes may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer,
the Guarantor or the Joint Lead Managers which is intended to permit a public offering of the Notes or
distribution of this Drawdown Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Drawdown
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Drawdown Prospectus or the Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Drawdown
Prospectus and the offering and sale of the Notes. In particular, there are restrictions on the distribution
of this Drawdown Prospectus and the offer or sale of the Notes in the United States, the United
Kingdom, the European Economic Area, the Netherlands, Spain and Japan.
In this Drawdown Prospectus, unless otherwise specified or the context otherwise requires, references
to "Euro", "euro", "" or "Eur" are to the single currency which was introduced at the start of the
third stage of European Economic and Monetary Union, pursuant to the Treaty on the Functioning of
the
European
Union,
as
amended.
3


CONTENTS
PAGE
RISK FACTORS........................................................................................................................5
DOCUMENTS INCORPORATED BY REFERENCE.............................................................6
TERMS AND CONDITIONS OF THE NOTES.....................................................................10
GENERAL INFORMATION ..................................................................................................18
4


RISK FACTORS
Prospective investors should consider carefully the risks set forth under the section of the Base
Prospectus titled "Risk Factors".
The Issuer and the Guarantor believes that these factors may affect its ability to fulfil its
obligations under the Notes issued under the Programme. Most of these factors are contingencies
which may or may not occur and neither Issuer nor the Guarantor is in a position to express a view on
the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated
with the Notes are also described therein.
The Issuer and the Guarantor believes that these factors represent the principal risks inherent in
investing in the Notes, but the inability of the Issuer or the Guarantor to pay interest, principal or
other amounts on or in connection with the Notes may occur for other reasons which may not be
considered significant risks by the Issuer and the Guarantor based on information currently available
to them or which they may not currently be able to anticipate. Prospective investors should also read
the detailed information set out elsewhere in this Drawdown Prospectus (including any documents
deemed to be incorporated by reference herein) and in the Base Prospectus and reach their own views
prior to making any investment decision.
Noteholders are alerted to the statements under "Taxation" in the Base Prospectus regarding
the tax treatment in the Kingdom of Spain of income in respect of the Notes and to the disclosure
requirements imposed on the Guarantor relating to the identity of certain Noteholders. In particular,
income in respect of the Notes will be subject to withholding tax if certain information regarding
Noteholders is not received by the Guarantor as described herein. Noteholders must seek their own
advice to ensure that they comply with all applicable procedures and to ensure the correct tax
treatment of their Notes. None of the Issuer, the Guarantor, the Joint Lead Managers, the Paying
Agents, the Registrar and the clearing systems assume any responsibility therefor.
5


DOCUMENTS INCORPORATED BY REFERENCE
The base prospectus dated 14 June 2012 (the Base Prospectus) (which constitutes a base
prospectus for the purposes of the Prospectus Directive), as supplemented on 1 August 2012, shall be
deemed to be incorporated into and form part of this Drawdown Prospectus in its entirety with the
exception of the section "Terms and Conditions" therein (pages 25 to 55, inclusive). The section
"Terms and Conditions" of the base prospectus dated 6 July 2011 (pages 26 to 55, inclusive) (the
Conditions) shall be deemed to be incorporated into and form part of this Drawdown Prospectus.
Information Incorporated by Reference
Reference
Base Prospectus dated 6 July 2011
Terms and Conditions
Pages 26 to 55
Base Prospectus dated 14 June 2012
Overview of the Programme
Pages 5 to 10
Risk Factors
Pages 11 to 22
Use of Proceeds
Page 56
Summary of Provisions Relating to the Notes Pages 57 to 62
While in Global Form or While Registered in the
Name of a Nominee for a Clearing System
Description of the Guarantee
Pages 63 to 66
Description of Iberdrola International
Page 67
Description of Iberdrola
Pages 68 to 101
Subscription and Sale
Pages 102 to 105
Form of Final Terms
Pages 106 to 121
Taxation
Pages 122 to 127
General Information
Pages 128 to 130
Supplement dated 1 August 2012
Documents Incorporated by Reference
Pages 1-2
- Interim consolidated financial statements of the Page 1
Guarantor
- Cross Reference List
Pages 1-2
Any statement contained in the Base Prospectus shall be deemed to be modified or superseded
for the purpose of this Drawdown Prospectus to the extent that a statement contained herein modifies
or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
6


part of this Drawdown Prospectus. Information contained in the Base Prospectus but not incorporated
by reference into this Drawdown Prospectus is either specified in this Drawdown Prospectus or not
relevant.
Any documents incorporated by reference in the Base Prospectus shall not constitute part of this
Drawdown Prospectus.
This Drawdown Prospectus must be read in conjunction with the Base Prospectus and the
Conditions and full information on the Issuer, the Guarantor and the offer of the Notes is only available
on the basis of the combination of the provisions set out within this Drawdown Prospectus, the Base
Prospectus and the Conditions.
The following documents which have previously been published and which have been filed with
the CSSF shall be incorporated in, and form part of, this Drawdown Prospectus:
(a)
the auditors' report and audited non-consolidated annual financial statements of the Issuer for
the financial year ended 31 December 2011;
(b)
the auditors' report and audited non-consolidated annual financial statements of the Issuer for
the financial year ended 31 December 2010;
(c)
the auditors' report and audited consolidated annual financial statements of the Guarantor for
the financial year ended 31 December 2011;
(d)
the auditors' report and audited consolidated annual financial statements of the Guarantor for
the financial year ended 31 December 2010;
(e)
the unaudited consolidated interim financial statements of the Guarantor for the three months
ended 31 March 2012;
(f)
the interim condensed consolidated financial statements of the Guarantor for the six months
ended 30 June 2012; and
(g)
the unaudited consolidated interim financial statements of the Guarantor for the nine months
ended 30 September 2012.
The information set out in the table below, which is required by Commission Regulation (EC)
No. 809/2004, of 29 April 2004, is contained in the documents incorporated by reference:
Information incorporated by reference
Page number
Iberdrola International B. V.
Annual report for 2011
Audit report
16-17
Profit and loss account
5
Balance sheet
4
7


Information incorporated by reference
Page number
Accounting policies and explanatory notes
7-14
Annual report for 2010
Audit report
16-17
Profit and loss account
5
Balance sheet
4
Accounting policies and explanatory notes
7-14
Iberdrola, S.A.
Annual report for 2011 (including audited consolidated annual financial statements)
Audit report
Cover page
Balance sheet
4-5
Profit and loss account
6-7
Accounting policies and explanatory notes
10-158
Annual report for 2010 (including audited consolidated annual financial statements)
Audit report
7
Balance sheet
10-11
Profit and loss account
12-13
Accounting policies and explanatory notes
16-157
Interim report for first quarter 2012
Income statement
43
Balance sheet
41-42
Half yearly report for first half 2012
Report on limited review by auditor
ii-iii
Balance sheet
3
Profit and loss
5
Accounting policies and explanatory notes
9
8


Information incorporated by reference
Page number
Interim report for third quarter 2012
Balance sheet
42-43
Profit and loss
44
Any information not listed in the cross reference table above but included in the documents
incorporated by reference is given for information purposes only.
Copies of documents incorporated by reference in this Drawdown Prospectus are available, free
of charge, from the registered office of the Issuer, the registered office of the Guarantor, from the
specified offices of the Paying Agents for the time being in London and Luxembourg and on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
Following the publication of this Drawdown Prospectus, a supplement may be prepared by the
Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive.
Statements contained in any such supplement (or contained in any document incorporated by reference
therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to
modify or supersede statements contained in this Drawdown Prospectus or in a document which is
incorporated by reference in this Drawdown Prospectus. Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Drawdown Prospectus.
The Issuer and the Guarantor will, in the event of any significant new factor, material mistake or
inaccuracy relating to information included in this Drawdown Prospectus which is capable of affecting
the assessment of the Notes, prepare a supplement to this Drawdown Prospectus or publish a new
Drawdown Prospectus for use in connection with any subsequent issue of Notes.
9


TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Notes shall consist of the Conditions, as amended or
supplemented below. References in the Conditions to Final Terms shall be deemed to refer to the terms
set out below.
Capitalised words and expressions used below shall, save to the extent otherwise defined
therein, have the meanings given thereto in the Conditions and in the Agency Agreement dated 6 July
2011. All references to Conditions or to a numbered Condition shall be to the Conditions or the
relevant numbered condition of the Conditions.
PART A ­ CONTRACTUAL TERMS
1.
(i)
Issuer:
Iberdrola International B.V.
(ii)
Guarantor:
Iberdrola, S.A.
2.
(i)
Series Number:
100
(ii)
Tranche Number:
2
3.
Specified Currency or Currencies:
Euro ("")
4.
Aggregate Nominal Amount admitted to 400,000,000 to be consolidated with the
trading:
Original Notes not earlier than 40 days after the
Issue Date and to form a single series of
1,400,000,000 in total
5.
Issue Price:
100.060 per cent. of the Aggregate Nominal
Amount plus 512,328.77 corresponding to the
accrued interest for the period commencing on,
and including, 11 October 2012 to, but
excluding, the Issue Date
6.
Specified Denominations:
100,000 and integral multiples of 100,000
thereafter
7.
(i)
Issue Date:
22 October 2012
(ii)
Interest Commencement Date:
11 October 2012
8.
Maturity Date:
11 October 2018
9.
Interest Basis:
4.25 per cent. Fixed Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest or
Not Applicable
Redemption/Payment Basis:
12.
Put/Call Options:
Put Option
(further particulars specified below)
13.
(i)
Status of the Notes:
Senior
(ii)
Status of the Guarantee:
Senior
10


Document Outline