Bond Aquae Barcelona Finance S.A. 1.944% ( XS1107552959 ) in EUR

Aquae Barcelona Finance S.A.

100 % ▼

Spain

XS1107552959 ( in EUR )

1.944% per year ( payment 1 time a year)

15/09/2021 - Bond has expired

Prospectus brochure of the bond Aigues de Barcelona Finance S.A XS1107552959 in EUR 1.944%, expired

100 000 EUR

200 000 000 EUR

Aigües de Barcelona Finance S.A. is a subsidiary of Aguas de Barcelona, managing the financial operations and investments of the parent company, which is a major water management and services provider in Spain and internationally.

The Bond issued by Aquae Barcelona Finance S.A. ( Spain ) , in EUR, with the ISIN code XS1107552959, pays a coupon of 1.944% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/09/2021

Aigües de Barcelona Finance, S.A.U.
(incorporated as a public limited liability company (sociedad anónima) under the laws of Spain)
200,000,000 1.944 per cent. Notes due 2021
unconditionally and irrevocably guaranteed by
Aigües de Barcelona, Empresa Metropolitana de Gestió del Cicle Integral de l'Aigua, S.A.
(incorporated as a public limited liability company (sociedad anónima) under the laws of Spain)
Issue Price:100 per cent.
The 200,000,000 1.944 per cent. Notes due 2021 (the "Notes") are issued by Aigües de Barcelona Finance, S.A.U. (the "Issuer") and are
unconditionally and irrevocably guaranteed by Aigües de Barcelona, Empresa Metropolitana de Gestió del Cicle Integral de l'Aigua, S.A. ("AB" or the
"Guarantor"). The Notes will bear interest at a rate of 1.944 per cent. per annum and will be payable annually in arrear on 15 September in each year,
commencing on 15 September 2015. Unless previously redeemed or cancelled as described herein under "Terms and Conditions of the Notes" (the
"Conditions"), the Notes will mature at their principal amount on 15 September 2021 (the "Maturity Date").
The Issuer may, on any date prior to 15 June 2021, upon giving notice in accordance with the Conditions, redeem all the Notes at the Optional
Redemption Amount together with interest accrued to (but excluding) the date fixed for redemption. In addition, the Issuer may, on any date from (and
including) 15 June 2021, upon giving notice in accordance with the Conditions, redeem all the Notes at their principal amount together with interest
accrued to (but excluding) the date fixed for redemption. See "Conditions Redemption and Purchase Redemptions at the Option of the Issuer".
The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer which will at all times rank pari passu among
themselves and at least pari passu in right of payment with all other present and future unsecured and unsubordinated obligations of the Issuer, save for
such obligations as may be preferred by mandatory provisions of law. The Notes are unconditionally and irrevocably guaranteed by the Guarantor. The
guarantee of the Notes (the "Guarantee") will rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the
Guarantor, save for such obligations as may be preferred by mandatory provisions of law.
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") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes are being offered
and sold outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade the Notes on the Luxembourg Stock
Exchange's Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC on markets in
financial instruments.
The Guarantor is rated Baa1 by Moody's Investors Service, Inc. ("Moody's"). A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Moody's is established in the European Union and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, Moody's is included in the list of credit rating agencies
published by the European Securities and Markets Authority on its website in accordance with such Regulation.
An investment in the Notes involves a certain degree of risk. Investors should carefully review the risks described herein under "Risk Factors"
beginning on page 13.
The Notes will be issued in registered form in denominations of 100,000 and integral multiples of 1,000 in excess thereof. It is expected that delivery of
the Notes will be made to investors in book-entry form under the New Safekeeping Structure (the "NSS") with a common safekeeper (the "Common
Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), on or about 15 September
2014. The Notes will be represented on issue by a global certificate in registered form (the "Global Certificate"). Interests in the Global Certificate will
be exchangeable for definitive certificates (the "Definitive Certificates") only in certain limited circumstances described in "Summary of Provisions
relating to the Notes in Global Form".
Joint Coordinators
Trea Capital
Credit Suisse
The date of this Offering Circular is 10 September 2014

Each of the Issuer and the Guarantor accepts responsibility for the information contained in
this Offering Circular. To the best of the knowledge and belief of each of the Issuer and the
Guarantor (each having taken all reasonable care to ensure that such is the case), the
information contained in this Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
This Offering Circular 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 Offering Circular and the offer or sale
of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Guarantor,
any of Trea Capital and Credit Suisse (together, the "Joint Coordinators") or Deutsche
Trustee Company Limited (the "Trustee") represents that this Offering Circular may be
lawfully distributed, or that the 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 assumes any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor,
the Joint Coordinators or the Trustee which is intended to permit a public offering of the
Notes or the distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Offering Circular 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
Offering Circular or any Notes may come must inform themselves about and observe any
such restrictions on the distribution of this Offering Circular and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Offering Circular and the
offer or sale of Notes in the United States, Spain, the United Kingdom and Andorra. See
"Placing and Sale".
Each of the Joint Coordinators is acting for the Issuer and the Guarantor and no one else in
connection with the offering of the Notes and will not regard any other person (whether or
not a recipient of this Offering Circular or any other offering material relating to the Notes
and the Guarantee) as its client in relation to the offer, sale and delivery of the Notes. None of
the Joint Coordinators shall be responsible to anyone other than the Issuer and the Guarantor
for providing the protections afforded to clients of the Joint Coordinators, or for providing
advice in relation to the offering of the Notes, the contents of this Offering Circular or any
other offering material relating to the Notes and the Guarantee, or any transaction,
arrangement or other matter referred to in this Offering Circular.
Neither the Joint Coordinators nor the Trustee have made an independent verification of the
information contained in this Offering Circular and no representation or warranty, express or
implied, is made by any of the Joint Coordinators or the Trustee as to the accuracy or
completeness of such information. Nothing contained in this Offering Circular is to be
construed as, or shall be relied on as, a promise, warranty or representation, whether as to the
past or future, by any of the Joint Coordinators or the Trustee in any respect. To the fullest
extent permitted by law, neither the Joint Coordinators nor the Trustee accepts any
responsibility whatsoever for the contents of this Offering Circular. Each of the Joint
Coordinators and the Trustee accordingly disclaims all and any liability, whether arising in
tort, contract or otherwise, which it might otherwise have in respect of this Offering Circular.
The contents of this Offering Circular are not to be construed as, and shall not be relied on as,
legal, business or tax advice, and each investor should consult its own legal, business, tax and
other advisers for any such advice that may be relevant to such investor.
ii

No person is or has been authorised by the Issuer, the Guarantor, the Joint Coordinators or the
Trustee to give any information or to make any representation not contained in or not
consistent with this Offering Circular or any other information supplied in connection with
the offering of the Notes and, if given or made, such information or representation must not
be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor, the
Joint Coordinators or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the
offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or
(b) should be considered as a recommendation by the Issuer, the Guarantor, any of the Joint
Coordinators or the Trustee that any recipient of this Offering Circular or any other
information supplied in connection with the offering of the Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and/or the Guarantor. Neither this Offering Circular nor any
other information supplied in connection with the offering of the Notes constitutes an offer or
invitation by or on behalf of the Issuer or the Guarantor, any of the Joint Coordinators or the
Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Offering Circular nor the offer, issue, sale or delivery of the Notes
shall, under any circumstances, imply that there has been no change in the affairs of the
Issuer or the Guarantor since the date hereof or that the information contained herein
concerning the Issuer and/or the Guarantor is correct as of any time subsequent to its date or
that any other information supplied in connection with the offering of the Notes is correct as
of any time subsequent to the date hereof.
In connection with the issue and sale of the Notes, each of the Joint Coordinators and any of
their respective affiliates acting as an investor for its own account may take up Notes and in
that capacity may retain, purchase or sell for its own account such securities and any
securities of the Issuer or the Guarantor or related investments, and may offer or sell such
securities or other investments otherwise than in connection with the issue and sale of the
Notes. Accordingly, references in this Offering Circular to the Notes being offered, issued or
sold should be read as including any offer, issue or sale of securities to the Joint Coordinators
and any of their affiliates acting in such capacity. The Joint Coordinators do not intend to
disclose the extent of any such transactions or investments otherwise than in accordance with
any legal or regulatory obligation to do so.
In addition, the Joint Coordinators and their respective affiliates have performed, and may in
the future perform, various financial advisory, investment banking and/or commercial
banking services for, and may arrange loans and other non-public market financing for, and
enter into derivative transactions with, the Issuer, the Guarantor and/or their respective
affiliates, for which they have and may receive customary fees.
This Offering Circular constitutes a Prospectus for the purpose of the Luxembourg Act dated
10 July 2005 on Prospectuses for Securities, as amended.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Offering Circular is being distributed only to and is directed only at (i) persons who are
outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) persons falling within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Order or (iv) other persons to whom it may lawfully
be communicated (all such persons together being referred to as "relevant persons"). The
iii

Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this Offering Circular or any of its contents.
NOTICE TO INVESTORS IN SPAIN
None of the Notes, the Offering or this Offering Circular and its contents have been approved
or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del
Mercado de Valores), and therefore the Notes may not be offered, sold or distributed in Spain
by any means, nor may any subsequent resale of Notes be carried out in Spain, except in
circumstances which do not qualify as a public offer (oferta pública) of securities in Spain in
accordance with article 30 bis of the Spanish Securities Market Act 24/1988, of 28 July 1988
(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, of 4 November 2005, on the listing of securities, public offers and applicable
prospectus (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 admisión
a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o
suscripción y del folleto exigible a tales efectos) as amended or restated.
NOTICE TO INVESTORS IN LUXEMBOURG
The terms and conditions relating to this offering circular and the Notes have not been
approved by and will not be submitted for approval to the Luxembourg Financial Services
Authority (Commission de Surveillance du Secteur Financier) (the "CSSF") for the purposes
of public offering or sale in the Grand Duchy of Luxembourg ("Luxembourg") or a
competent authority of another EU member state for notification to the CSSF, where
applicable, for the purpose of public offering in Luxembourg. Accordingly, the Notes may
not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this
Offering Circular nor any other circular, prospectus, form of application, advertisement or
other material may be distributed, or otherwise made available in or from, or published in,
Luxembourg, except for the sole purpose of admission of the Notes to trading on the Euro
MTF Market and listing on the official list of the Luxembourg Stock Exchange, and except in
circumstances which do not constitute a public offer of securities to the public, subject to
prospectus requirements, in accordance with the Luxembourg Act of 10 July 2005 on
prospectuses for securities, as amended (the "Prospectus Act"), and implementing Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the
prospectus to be published when securities are offered to the public or admitted to trading.
Consequently, this Offering Circular and any other offering circular, prospectus, form of
application, advertisement or other material may only be distributed to (i) Luxembourg
qualified investors as defined in the Prospectus Act and/or (ii) in any other circumstance
contemplated by the Prospectus Act.
NOTICE TO INVESTORS IN ANDORRA
The Notes may only be offered, sold and transferred in the Principality of Andorra in
compliance with all applicable laws and regulations in force in the Principality of Andorra,
including, but not limited to, any technical communication issued by the Andorran National
Financial Institute (Institut Nacional Andorrà de Finances) in relation to the offer, sale,
delivery or transfer of the Notes or the distribution of any offering material in respect of the
Notes.
STABILISATION
iv

In connection with the offer, issue and sale of the Notes, Credit Suisse Securities (Europe)
Limited (the "Stabilising Manager") (or any person acting on behalf of the Stabilising
Manager) may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. There is no
assurance, however, that the Stabilising Manager (or any person acting on behalf thereof) will
undertake any such stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offering of the Notes is made
and, if begun, may be ended at any time, but must end no later than the earlier of 30 days
after the issue date of the Notes and 60 days after the date of allotment of the Notes. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any
person acting on behalf thereof) in accordance with all applicable laws, regulations and rules.
v

TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS............................................................................... 1
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION AND
CURRENCY PRESENTATION............................................................................................. 2
OVERVIEW ............................................................................................................................ 4
OVERVIEW OF THE OFFERING......................................................................................... 8
RISK FACTORS ................................................................................................................... 13
USE OF PROCEEDS ............................................................................................................ 34
CAPITALISATION AND INDEBTEDNESS ...................................................................... 35
SELECTED HISTORICAL FINANCIAL INFORMATION ............................................... 37
DESCRIPTION OF THE GUARANTOR............................................................................. 40
DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE............ 63
SHARE CAPITAL AND PRINCIPAL SHAREHOLDERS................................................. 69
DESCRIPTION OF THE ISSUER........................................................................................ 74
REGULATION...................................................................................................................... 75
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEE AND
CERTAIN INSOLVENCY LAW CONSIDERATIONS...................................................... 80
TERMS AND CONDITIONS OF THE NOTES .................................................................. 87
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ..... 111
PLACING AND SALE........................................................................................................ 114
TAXATION......................................................................................................................... 117
LISTING AND GENERAL INFORMATION.................................................................... 125
ii

FORWARD-LOOKING STATEMENTS
This Offering Circular contains certain "forward-looking statements" which can be identified
by the use of forward-looking terminology, such as the terms "believes", "expects",
"anticipates", "projects", "estimates", "will", "intends", "seeks", "may", "should" or similar
expressions or, in each case, their negative, other variations thereof or comparable
terminology. These forward-looking statements include all matters that are not historical facts
and they appear in a number of places throughout this Offering Circular and include, without
limitation, statements with regard to the Guarantor's intentions, beliefs or current
expectations relating to, among other things, the Guarantor's future financial position, results,
performance, achievements and prospects along with future industry results and performance.
By their nature, forward-looking statements involve inherent risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future.
Investors are cautioned that the forward-looking statements contained in this Offering
Circular are not guarantees of the Guarantor's future financial position, results, performance,
achievements or prospects and that the Guarantor's actual future financial position, results,
performance, achievements and prospects may differ materially from those suggested or
implied by the forward-looking statements contained in this Offering Circular.
In addition, these forward-looking statements speak only as of the date of this Offering
Circular. Except to the extent required by applicable law, neither the Issuer nor the Guarantor
intends to update or revise any of the forward-looking statements contained in this Offering
Circular, whether as a result of new information, future events or otherwise, and the Issuer
and the Guarantor hereby expressly disclaim any obligation to do so. All subsequent written
or oral forward-looking statements attributed to the Guarantor or persons acting for the
Guarantor or on the Guarantor's behalf are expressly qualified in their entirety by the
cautionary statements contained throughout this Offering Circular. Investors should not place
undue reliance on any such forward-looking statements.
1

PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION AND
CURRENCY PRESENTATION
Audited Financial Statements
The Issuer was incorporated on 17 June 2014 as a direct wholly-owned subsidiary of the
Guarantor for the purpose of facilitating certain financing activities of the Guarantor.
Consequently, no historical financial information relating to the Issuer is available, other than
an unaudited opening balance sheet as at 17 June 2014 as set out in this Offering Circular.
The Issuer has not engaged in any activities other than those related to its formation and the
transactions contemplated by this Offering Circular. After completion of the issuance of the
Notes, the Issuer's principal assets will be amounts receivable under the Credit Facility (as
defined below) and its only material liabilities will be its outstanding indebtedness incurred in
connection with the Notes.
This Offering Circular includes the unaudited opening balance sheet of the Issuer.
As the Issuer is a finance subsidiary without significant operations, we have included in this
Offering Circular the audited financial statements for the Guarantor for the year ended 31
December 2013 (together with the notes thereto, the "Audited Financial Statements") that
have been prepared in accordance with International Financial Reporting Standards
("IFRS").
The Audited Financial Statements have been audited by Ernst & Young, S.L.
The Guarantor's financial year ends on 31 December and references in this Offering Circular
to any specific year are to the 12-month period ended on 31 December of such year, save for
financial year 2013 which comprised a period of five months ended on 31 December 2013.
Pursuant to Spanish regulatory requirements, "directors' reports" are required to accompany
the Audited Financial Statements. The directors' reports are included in this Offering Circular
only in order to comply with such regulatory requirements. Investors are strongly cautioned
that the directors' reports contain information as of various historical dates and do not contain
a current description of our business, affairs or results. The information contained in the
directors' reports has been neither audited nor prepared for the specific purpose of the
offering of the Notes. Accordingly, the directors' reports should be read together with the
other sections of this Offering Circular, and particularly "Risk Factors". Any information
contained in the directors' reports is deemed to be modified or superseded by any information
contained elsewhere in this Offering Circular that is subsequent to or inconsistent with it.
Furthermore, the directors' reports include certain forward-looking statements that are subject
to inherent uncertainty. See "Forward-Looking Statements". Accordingly, investors are
cautioned not to rely upon the information contained in such directors' reports.
Combined Financial Information
We have also included certain combined financial information as of and for the two years
ended 31 December 2012 and 2013, covering (i) (in respect of 2013 only) the Guarantor, (ii)
the Water Supply Business (see "Description of the Guarantor - Overview") of Sociedad
General de Aguas de Barcelona, S.A. ("AGBAR") for the two years ended 31 December
2012 and 2013, and (iii) the Sewage Transport, Treatment and Reuse Business (see
"Description of the Guarantor - Overview") of Àrea Metropolitana de Barcelona ("AMB")
for the two years ended 31 December 2012 and 2013 (together with the notes thereto, the
"Combined Financial Statements"). The Combined Financial Statements have been
prepared in accordance with IFRS.
2

In certain instances, within this Offering Circular, the balance sheet shown under the
Combined Financial Statements as at 31 December 2013 differs from the actual balance sheet
of the Guarantor as at such date. These differences stem from the fact that, in preparing a
combined balance sheet, not only the assets and liabilities in the Guarantor as at 31 December
2013 have been considerered, but also consideration has to be given to the balances
outstanding separately in the former entity Empresa Metropolitana de Sanejament, S.A.
("EMSSA") (which assigned all its assets to AB and which was a direct wholly-owned
subsidiary of AMB) and in AGBAR as of 31 July 2013. Certain outstanding items such as
working capital balances were not actually transferred to the Guarantor on incorporation. The
initial position and changes in these non-transferred items up to 31 December 2013 had to be
taken into account when preparing the combined balance sheet. The primary differences in
the combined balance sheet, as compared to the balance sheet of the Guarantor as at 31
December 2013, are therefore higher balances in some of the working capital items, as well
as higher equity.
In certain places within this Offering Circular reference is made to EBITDA. EBITDA is not
an IFRS measure. "EBITDA" is defined as net income before the impact of financing costs,
income tax, depreciation and amortisation.
EBITDA has important limitations as an analytical tool and should not be considered in
isolation from, or as a substitute for an analysis of, the Issuer and the Guarantor's operating
results as reported under IFRS. Some of the limitations are:

EBITDA does not reflect cash expenditures or future requirements for capital
expenditures or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, working capital needs;

EBITDA does not reflect the interest expense or the cash requirements necessary to
service interest or principal payments on debt;

although depreciation and amortisation are non-cash charges, the assets being
depreciated and amortised will often have to be replaced in the future and EBITDA
does not reflect any cash requirements for such replacements; and

other companies may calculate EBITDA differently, limiting its usefulness as a
comparative measure.
In this Offering Circular, references to "euro", "EUR" or "" are to the single currency of the
participating member states of the European and Monetary Union of the Treaty Establishing
the European Community, as amended from time to time.
Certain figures included in this Offering Circular have been subject to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which precede them.
3

OVERVIEW
This summary highlights information contained elsewhere in this Offering Circular. The
summary below does not contain all the information that you should consider before
investing in the Notes. The following summary should be read in conjunction with and is
qualified in its entirety by the more detailed information included elsewhere in this Offering
Circular. You should carefully read the entire Offering Circular to understand the business
of the Guarantor, the nature and terms of the Notes and the tax and other considerations
which are important to your decision to invest in the Notes, including the more detailed
information in the financial statement and the related notes included elsewhere in this
Offering Circular, before making an investment decision. See the section entitled "Risk
Factors" for factors that you should consider before investing in the Notes and the section
entitled "Forward-Looking Statements" for information relating to the statements contained
in this Offering Circular that are not historical facts.
Business
Aigües de Barcelona Empresa Metropolitana de Gestió del Cicle Integral de l'Aigua, S.A.
("AB") is a Spanish public limited liability company (sociedad anónima) subject to the
Spanish Company Law approved by Royal Legislative Decree 1/2010, of 2 July (Ley de
Sociedades de Capital) (the "Spanish Company Law"). AB was incorporated on 30 July
2013 and began its activity on 1 August 2013, which will continue, according to its articles of
association, until 2 June 2047 or until 9 December 2053 (when its concessions to capture
water from the Llobregat River expire). AB is registered with the Mercantile Registry of
Barcelona. The registered office of AB is at carrer General Batet, 1-7, Barcelona.
AB operates the Integral Water Cycle Service which covers water production, water supply,
wastewater transport and treatment and the reuse of purified water in the Barcelona
Metropolitan Area. In addition, AB operates concessions to capture water from the
Llobregat River and from Wells (as defined below) mainly in the aquifer of the
Llobregat River, which are part of a specific system for the provision of water to the
Ter-Llobregat System under Catalan legislation. AB's business comprises the
management, operation and maintenance of five water treatment plants with a
capacity of 7,960 litres per second ("l/s"), seven wastewater treatment plants with a
capacity of 1,042,900 cubic meters per day ("m3/d"), three regeneration installations
related to the wastewater plants with a capacity of 394,848 m3/d, and over 4,628
kilometres of water pipes with a low 0.44 per cent. repair rate per kilometre of water
pipes. A table detailing AB's network efficiency is included below:
"Hm3/year": means cubic hectometres per year.
4

Document Outline

#1">2171280.docx