Bond Gestamp Automocions 3.5% ( XS1409497283 ) in EUR

Issuer Gestamp Automocions
Market price 100 %  ▼ 
Country  Spain
ISIN code  XS1409497283 ( in EUR )
Interest rate 3.5% per year ( payment 2 times a year)
Maturity 14/05/2023 - Bond has expired



Prospectus brochure of the bond Gestamp Automocion XS1409497283 in EUR 3.5%, expired


Minimal amount 100 000 EUR
Total amount 500 000 000 EUR
Detailed description Gestamp Automocion is a multinational Tier 1 supplier within the Gestamp group, specializing in the design, development, and manufacture of metal components and structural systems for the automotive industry, focusing on lighter, safer, and more sustainable vehicle solutions.

The Bond issued by Gestamp Automocions ( Spain ) , in EUR, with the ISIN code XS1409497283, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/05/2023







Listing Particulars
Not for General Circulation
in the United States
11APR201322443986
Gestamp Funding Luxembourg S.A.
a finance subsidiary of Gestamp Automoci´
on, S.A.
E500,000,000 3.50% Senior Secured Notes due 2023
guaranteed by
Gestamp Automoci´
on, S.A.
and certain of its Subsidiaries
Gestamp Funding Luxembourg S.A. (the ``Issuer''), a direct wholly owned finance subsidiary of Gestamp Automoci´
on, S.A. (``Gestamp
Automoci´
on''), has issued A500,000,000 aggregate principal amount of 3.50% Senior Secured Notes due 2023 (the ``notes''), which have been
issued pursuant to an indenture (the ``Indenture'') dated as of May 11, 2016 (the ``Issue Date''). Interest on the notes will be paid
semi-annually on May 15 and November 15 of each year, commencing on November 15, 2016. The notes will mature on May 15, 2023.
Prior to May 15, 2019, we may redeem the notes in whole or in part at any time by paying a ``make whole'' premium. We may redeem the
notes in whole or in part at any time on or after May 15, 2019 at the redemption prices set forth in these listing particulars, plus accrued and
unpaid interest to, but not including, the redemption date. In addition, prior to May 15, 2019, we may redeem at our option up to 40% of
aggregate principal amount of notes with the net cash proceeds from certain equity offerings at the redemption price set forth in these listing
particulars, if at least 60% of the aggregate principal amount of notes issued under the Indenture remain outstanding after the redemption.
We may redeem all of the notes, at any time, at a price equal to their principal amount plus accrued and unpaid interest, if any, and
additional amounts, if any, upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting
a ``change of control,'' the Issuer will be required to make an offer to repurchase the notes at 101% of the principal amount redeemed, plus
accrued and unpaid interest, if any, and additional amounts, if any.
The notes are senior obligations of the Issuer secured by a charge over the shares of certain subsidiaries of Gestamp Automoci´
on (the
``Collateral''). See ``Description of the Notes--Security.'' The notes will rank equally in right of payment with all of the Issuer's existing and
future senior debt and senior to any of its existing or future subordinated debt. Gestamp Automoci´
on and certain of its subsidiaries (with
Gestamp Automoci´
on, the ``Guarantors'') have guaranteed the notes (the ``Guarantees''). Local laws may limit your rights to enforce certain
guarantees, and, in addition, your rights with respect to the notes and the Guarantees are subject to the intercreditor agreement dated
May 10, 2013 entered into with, among others, the lenders under the Senior Facilities Agreement, the trustee in respect of the 2020 dollar
notes (as defined below) and creditors under the Bank of America loan (as defined below) (the ``Intercreditor Agreement'').
The proceeds from the offering of the notes will be used, together with cash on balance sheet, (i) to repurchase or redeem the Issuer's
A500.0 million aggregate principal amount of 5.875% Senior Secured Notes due 2020 (the ``2020 euro notes''), including by means of a
tender offer (the ``Tender Offer''), which is conditional upon the completion of the offering and (ii) to pay commissions, fees and expenses
(including redemption premia) in connection with the offering of the notes and the transactions contemplated hereby. If the issuance of the
notes is completed, to the extent that less than 100% of the outstanding 2020 euro notes were tendered and accepted for purchase pursuant
to the Tender Offer, redeemed the remaining 2020 euro notes upon the terms and conditions set forth in the indenture of the 2020 notes.
The Issuer is a direct wholly owned finance subsidiary of Gestamp Automoci´
on, and the Issuer's only significant assets following the offering
and the redemption or repayment of the 2020 euro notes are funding loans to Gestamp Automoci´
on equal to the aggregate principal amount
of the notes offered hereby and the Issuer's $350.0 million 5.625% Senior Secured Notes due 2020. See ``Use of Proceeds.''
There is currently no public market for the notes. We have applied to have the notes admitted to the Official List of the Luxembourg Stock
Exchange for trading on the Euro MTF Market of the Luxembourg Stock Exchange (``Euro MTF''). These listing particulars include
information on the terms of the notes, including redemption and repurchase prices, covenants and transfer restrictions.
These listing particulars constitute a prospectus for the purposes of the Luxembourg law dated July 10, 2005 (as amended). These listing
particulars may only be used for the purpose for which they have been published.
Investing in the notes involves a high degree of risk. See ``Risk Factors'' beginning on page 26.
Issue price for the notes: 100.0%
plus accrued interest, if any, from the Issue Date.
These listing particulars do not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction where such offer or
solicitation is unlawful. The notes have not been and will not be registered under the US federal or state securities laws or the securities laws
of any other jurisdiction and may not be offered or sold within the US or to, or for the account or benefit of, US persons (as defined in
Regulation S under the US Securities Act of 1933 (``Regulation S''), as amended (the ``Securities Act'')), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Initial Purchasers named below
are offering the notes only to ``qualified institutional buyers'' (``QIBs''), as defined in Rule 144A under the Securities Act (``Rule 144A''), in
reliance on Rule 144A, and to persons outside the US in reliance on Regulation S. See ``Notice to Investors'' and ``Transfer Restrictions'' for
further details about eligible offerees and resale restrictions.
The notes will be in registered form and will initially be issued in denominations of A100,000 and integral multiples of A1,000 in excess
thereof and will only be transferable in minimum principal amounts of A100,000 and integral multiples of A1,000 in excess thereof. The notes
are represented by one or more global notes, which have been delivered through Euroclear Bank S.A./N.V. (``Euroclear'') and Clearstream
Banking, soci´
et´
e anonyme (``Clearstream'') on or about the Issue Date.
Joint Bookrunners
Deutsche Bank
CaixaBank
BBVA Bankia
BNP PARIBAS
BofA Merrill Lynch Santander Soci´
et´
e G´
en´
erale
Active Iberian
Bookrunner
Co-Managers
Banco Popular
Banco Sabadell
Commerzbank
The date of these listing particulars is July 14, 2016


TABLE OF CONTENTS
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
USE OF TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
PRESENTATION OF FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
EXCHANGE RATE AND CURRENCY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
SUMMARY CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . .
49
OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . .
52
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
SHAREHOLDERS AND CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192
i


NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY
NOT BE OFFERED OR SOLD IN THE US OR TO US PERSONS. SEE ``PLAN OF
DISTRIBUTION'' AND ``TRANSFER RESTRICTIONS''. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT
THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in these listing particulars and, if given or made, any such information or
representation must not be relied upon as having been authorized by the Issuer, any of its affiliates or the
Initial Purchasers or their respective affiliates. These listing particulars do not constitute an offer of any
securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any
person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of
these listing particulars nor any sale made under it shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or of Gestamp Automoci´
on since the date of
these listing particulars or that the information contained in these listing particulars is correct as of any
time subsequent to that date.
By receiving these listing particulars, investors acknowledge that they have had an opportunity to request
for review, and have received, all additional information they deem necessary to verify the accuracy and
completeness of the information contained in these listing particulars. Investors also acknowledge that they
have not relied on the Initial Purchasers in connection with their investigation of the accuracy of this
information or their decision whether to invest in the notes.
The contents of these listing particulars are not to be considered legal, business, financial, investment, tax
or other advice. Prospective investors should consult their own counsel, accountants and other advisors as
to legal, business, financial, investment, tax and other aspects of a purchase of the notes. In making an
investment decision, investors must rely on their own examination of the Issuer and its affiliates, the terms
of the offering of the notes and the merits and risks involved.
The offering was made in reliance upon exemptions from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. The notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities Act
and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom. If
you purchase the notes, you will be deemed to have made certain acknowledgments, representations and
warranties as detailed under ``Transfer Restrictions''. The notes have not been and will not be registered
with, recommended by or approved by the US Securities and Exchange Commission (the ``SEC'') or any
other US federal, state or foreign securities commission or regulatory authority, nor has the SEC or any
such commission or regulatory authority reviewed or passed upon the accuracy or adequacy of these listing
particulars. Any representation to the contrary is a criminal offense in the United States.
We have applied to have the notes admitted to the Official List of the Luxembourg Stock Exchange for
trading on the Euro MTF. In the course of any review by the competent authority, the Issuer may be
requested to make changes to the financial and other information included in the offering memorandum
dated May 4, 2016 to which these listing particulars relate. Comments by the competent authority may
require significant modification or reformulation of information contained in the offering memorandum or
may require the inclusion of additional information. The Issuer may also be required to update the
information in the offering memorandum to reflect changes in our business, financial condition or results
of operations and prospects. The application to have the notes admitted to the Official List of the
Luxembourg Stock Exchange for trading on the Euro MTF was not approved as of the Issue Date and we
cannot guarantee that such application will be approved as of any date thereafter.
The Initial Purchasers and Deutsche Trustee Company Limited (the ``Trustee'') make no representations
or warranties, express or implied, as to the accuracy or completeness of the information contained in these
listing particulars. Nothing contained in these listing particulars is, or shall be relied upon as, a promise or
representation by the Initial Purchasers of the Trustee as to the past or future.
ii


We have prepared these listing particulars solely for use in connection with the offer of the notes to QIBs
under Rule 144A and to non-US persons (within the meaning of Regulation S) outside the United States
under Regulation S.
The Issuer reserves the right to withdraw the offering of the notes at any time. The Issuer and the Initial
Purchasers reserve the right to reject any offer to purchase the notes in whole or in part for any reason or
for no reason and to allot to any prospective purchaser less than the full amount of the notes sought by
such purchaser. The Initial Purchasers and certain related entities may acquire a portion of the notes for
their own account.
The laws of certain jurisdictions may restrict the distribution of these listing particulars and the offer and
sale of the notes. Persons into whose possession these listing particulars or any of the notes come must
inform themselves about, and observe, any such restrictions. None of the Issuer, the Initial Purchasers, the
Trustee or their respective representatives are making any representation to any offeree or any purchaser
of the notes regarding the legality of any investment in the notes by such offeree or purchaser under
applicable investment or similar laws or regulations. For a further description of certain restrictions on the
offering and sale of the notes and the distribution of these listing particulars, see ``Notice to Investors in
the European Economic Area'', ``Notice to Certain Other European Investors'' and ``Transfer
Restrictions''.
To purchase the notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the notes or possess or distribute these listing
particulars. Investors must also obtain any consent, approval or permission required by such jurisdiction
for investors to purchase, offer or sell any of the notes under the laws and regulations in force in any
jurisdiction to which investors are subject. None of the Issuer, its affiliates, the Trustee or the Initial
Purchasers or their respective affiliates will have any responsibility therefor.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would permit an
offering of the notes or the circulation or distribution of these listing particulars or any offering material in
relation to the Issuer or its affiliates or the notes in any country or jurisdiction where action for that
purpose is required.
The notes will only be issued in fully registered form, in denominations of A100,000 and integral multiples
of A1,000 in excess thereof. Notes sold to QIBs in reliance on Rule 144A will initially be represented by one
or more global notes in registered form without interest coupons attached (the ``Rule 144A Global
Notes''). Notes sold to non-US persons outside the US in reliance on Regulation S will be represented by
one or more global notes in registered form without interest coupons attached (the ``Regulation S Global
Notes'' and, together with the Rule 144A Global Notes, the ``Global Notes''). The Global Notes
representing the notes will be deposited, on the Issue Date, with, or on behalf of, a common depositary for
the accounts of the Euroclear and Clearstream and registered in the name of the nominee of the common
depositary. Prior to the date that is 40 days after the later of the commencement of the offering or the
Issue Date, beneficial interests in a Regulation S Global Note may not be able to be offered, sold or
delivered to, or for the account or benefit of, US persons pursuant to restrictions under the US federal
securities laws. See ``Book-Entry, Delivery and Form''.
To the best of our knowledge and belief (having taken reasonable care to ensure that such is the case), the
information contained in these listing particulars is in accordance with the facts in all material respects and
does not omit anything likely to affect the import of such information in any material respect.
Prospective investors should rely only on the information contained in these listing particulars. None of the
Issuer or the Initial Purchasers has authorized anyone to provide prospective investors with different
information, and prospective investors should not rely on any such information. None of the Issuer, the
Guarantors or the Initial Purchasers is making an offer of these notes in any jurisdiction where this offer is
not permitted. Prospective investors should not assume that the information contained in these listing
particulars is accurate as of any date other than the date on the front of these listing particulars. These
listing particulars may only be used for the purposes for which they have been prepared.
IN CONNECTION WITH THIS ISSUE, DEUTSCHE BANK AG, LONDON BRANCH (THE
``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO
OBLIGATION ON THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
iii


STABILIZING MANAGER) TO UNDERTAKE SUCH ACTION. SUCH STABILIZING ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS
OF THE OFFER OF THE NOTES TAKES PLACE AND, IF BEGUN, MAY BE DISCONTINUED 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 THE ALLOTMENT OF THE NOTES. ANY
STABILIZING ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE ``PLAN OF DISTRIBUTION''.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
These listing particulars have been prepared on the basis that all offers of the notes will be made pursuant
to an exemption under Article 3 of Directive 2003/71/EC (the ``Prospectus Directive'', as implemented in
Member States of the European Economic Area (the ``EEA'') and any amendments thereto, including
Directive 2010/73/EV, from the requirement to produce and publish a prospectus for offers of the notes.
Accordingly, any person making or intending to make any offer within the EEA of the notes should only
do so in circumstances in which no obligations arise for us or any of the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or they
authorize, the making of any offer of notes through any financial intermediary, other than offers made by
the Initial Purchasers, which constitute a final placement of the notes contemplated in these listing
particulars.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
``Relevant Member State''), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State, an offer is not being made and will not be made to the public
of any notes which are the subject of the offering contemplated by these listing particulars in that Relevant
Member State, other than:
(i) to any legal entity which is a ``qualified investor'' as defined in the Prospectus Directive;
(ii) to fewer than 150 natural or legal persons (other than ``qualified investors'' as defined in the
Prospectus Directive), subject to obtaining the prior consent of the Initial Purchasers nominated
by the Issuer for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the notes shall require 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.
For the purposes of this provision, the expression ``offer of the notes to the public'' in relation to the notes
in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
Spain
This offering has not been registered with the Comisi´
on Nacional del Mercado de Valores and therefore the
notes may not be offered or sold or distributed to persons in Spain except in circumstances which do not
qualify as a public offer of securities in Spain in accordance with article 35 of the Securities Market Act
(Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del
Mercado de Valores), as amended and restated, or pursuant to an exemption from registration in
accordance with Royal Decree 1310/2005 as amended (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), and any regulations developing it which may be in force from time to time.
iv


United Kingdom
These listing particulars are for distribution only to, and are directed solely at, persons who (i) are outside
the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial
Promotion Order''), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion
Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ``FSMA'')) in
connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be
communicated (all such persons together being referred to as ``relevant persons''). These listing particulars
are 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 these listing particulars relate is available only to
relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant
person should not act or rely on these listing particulars or any of their contents.
Grand Duchy of Luxembourg
These listing particulars have not been approved by and will not be submitted for approval to the
Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (``Luxembourg'') for
the purposes of a public offering or sale, in Luxembourg, of the notes or admission to the official list of the
Luxembourg Stock Exchange (``LxSE'') and trading on the LxSE's regulated market of the notes.
Accordingly, the notes may not be offered or sold to the public in Luxembourg, directly or indirectly, or
listed or traded on the LxSE's regulated market, and neither these listing particulars 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 in circumstances which do not constitute a public
offer of securities to the public, subject to prospectus requirements, in accordance with the applicable
Luxembourg law of July 10, 2005 on prospectuses for securities, as amended.
The Netherlands
For selling restrictions in respect of the Netherlands, see ``--Notice to Investors in the European
Economic Area'' above and in addition:
Each Initial Purchaser has represented and agreed that it will not make an offer of the notes which are the
subject of the offering contemplated by the offering memorandum to the public in the Netherlands in
reliance on Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities
which are qualified investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het
financieel toezicht, the ``NLFMSA'')) in the Netherlands.
For the purposes of this provision, the expressions (i) an ``offer of the notes to the public'' in relation to
any notes in the Netherlands; and (ii) ``Prospectus Directive'', have the meaning given to them above in the
paragraph headed ``--Notice to Investors in the European Economic Area.''
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in these listing particulars:
·
references to ``2020 dollar notes'' are to the $350.0 million aggregate principal amount of 5.625%
Senior Secured Notes due 2020 issued by the Issuer;
·
references to ``2020 euro notes'' are to the A500.0 million aggregate principal amount of 5.875%
Senior Secured Notes due 2020 issued by the Issuer;
·
references to ``2020 notes'' are to the 2020 dollar notes and the 2020 euro notes, collectively;
·
references to ``Acek'' are to our majority shareholder Acek, Desarrollo y Gesti´
on Industrial, S.L.
(formerly named Corporaci´
on Gestamp, S.L.);
·
references to ``Asia'' are to China, India, South Korea, Japan, Thailand and Taiwan;
v


·
references to ``Bank of America loan'' are to the facility agreement, dated March 21, 2012, entered
into by, amongst others, the Company and Bank of America, N.A., Sucursal en Espa~
na, for a
maximum amount of A60.0 million;
·
references to ``CAGR'' are to compound annual growth rate;
·
references to ``Collateral'' are to share charges securing the notes (See ``Summary--Summary
corporate and financing structure'' and ``Description of the Notes--Security'');
·
references to ``Eastern Europe'' are to Russia, Poland, Hungary, Slovakia, the Czech Republic and
Turkey;
·
references to ``EU'' are to the European Union;
·
references to ``EUR,'' ``euro(s),'' ``Euro(s),'' and ``A'' are to the currency of those countries in the
European Union that form part of the common currency of the euro;
·
references to ``Existing Debt Facilities'' are to the Bank of America loan and our other interest
bearing loans and borrowings that will remain in place after giving effect to the Refinancing
Transactions (See ``Description of Other Indebtedness--Existing Debt Facilities'');
·
references to ``GBP'', ``pound(s)'' and ``£'' are to the currency of the United Kingdom;
·
references to ``Gestamp'', ``Gestamp Automoci´
on'', ``Parent Guarantor'', ``we'', ``us'' and ``our'' are to
Gestamp Automoci´
on, S.A. together with its consolidated subsidiaries;
·
references to ``Gestamp Funding Luxembourg S.A.'' and ``Issuer'' are to Gestamp Funding
Luxembourg S.A., the issuer of the notes;
·
references to ``Grupo Acek'' are to Acek together with its subsidiaries;
·
references to ``Guarantees'' are to the unconditional guarantees of the notes to be granted by
Gestamp Automoci´
on and certain of its subsidiaries, more specifically set out in ``Summary--
Summary corporate and financing structure'';
·
references to ``Guarantors'' are to the Parent Guarantor and its subsidiaries that will unconditionally
guarantee the notes (See ``Summary--The Offering--Guarantors'');
·
references to ``IFRS'' are to the International Financial Reporting Standards promulgated by the
International Accounting Standards Board and as adopted by the European Union;
·
references to ``Indenture'' are to the indenture governing the notes and dated the Issue Date;
·
references to ``Initial Purchasers'' are to Deutsche Bank AG, London Branch, CaixaBank, S.A., Banco
Bilbao Vizcaya Argentaria, S.A., Banco de Sabadell, S.A., Banco Popular Espa~
nol, S.A., Banco
Santander, S.A., Bankia, S.A., BNP Paribas, Commerzbank Aktiengesellschaft, Merrill Lynch
International and Soci´
et´
e G´
en´
erale;
·
references to ``North America'' are to the United States and Mexico;
·
references to ``notes'' are to the A500.0 million 3.50% Senior Secured Notes due 2023 offered
hereunder;
·
references to ``Refinancing Transactions'' are to the issuance of the notes offered hereby and the
application of proceeds as set out in ``Use of Proceeds'';
·
references to ``Senior Facilities'' are to the senior term facilities and the revolving credit facility made
available under the Senior Facilities Agreement;
·
references to ``Senior Facilities Agreement'' are to the senior facilities agreement dated April 19, 2013
as amended on May 8, 2013, May 2, 2014, December 10, 2014 and April 17, 2015, entered into
between, among others, Gestamp Automoci´
on as the company and an original borrower, the Issuer as
an original borrower, various subsidiaries of Gestamp Automoci´
on (including the Issuer) as original
guarantors, the original lenders listed therein, Deutsche Bank AG, London Branch as agent and as
security agent;
·
references to ``South America'' are to Brazil and Argentina;
·
references to ``Tender Offer'' are to the Issuer's offer to purchase for cash any and all of the aggregate
principal amount of the 2020 euro notes;
vi


·
references to ``UK'' are to the United Kingdom;
·
references to ``US'', ``U.S.'' and ``United States'' are to the United States of America;
·
references to ``US$'', ``dollar(s)'' and ``$'' are to the currency of the United States of America; and
·
references to ``Western Europe'' are to Spain, Portugal, France, the United Kingdom, Germany,
Sweden, Belgium and Luxembourg.
Please also refer to page 192 for a ``Glossary of Technical Terms'' used in these listing particulars.
FORWARD-LOOKING STATEMENTS
These listing particulars include forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms ``believes,'' ``estimates,''
``anticipates,'' ``expects,'' ``intends,'' ``may,'' ``will'' or ``should'' or, in each case, their negative, or other
variations or comparable terminology. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout these listing particulars including, without
limitation, in the sections captioned ``Risk Factors,'' ``Use of Proceeds,'' ``Business,'' and ``Operating and
Financial Review and Prospects,'' and include statements regarding our intentions, beliefs or current
expectations concerning, among other things, our results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which we operate.
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. We caution you that forward-
looking statements are not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and the development of the industry in which we operate may differ
materially from those made in or suggested by the forward-looking statements contained in these listing
particulars. In addition, even if our results of operations, financial condition and liquidity, and the
development of the industry in which we operate are consistent with the forward-looking statements
contained in these listing particulars, those results or developments may not be indicative of results or
developments in subsequent periods. Important factors that could cause those differences include, but are
not limited to:
·
economic downturns or continued or increased weakness in the global economy and restricted access
to financing;
·
continued uncertainties and challenging political conditions in Spain, the European economy and the
euro;
·
increased or more pronounced cyclicality in the automobile industry;
·
risks associated with foreign exchange fluctuations;
·
the loss of customers and/or the inability to realize revenues;
·
risks associated with investment in markets in which we expect growth;
·
disruptions to the automotive supply chain;
·
the inability for us or our customers or suppliers to obtain and maintain sufficient capital financing;
·
risks related to a shift away from technologies in which we invest;
·
volatility in raw material and energy prices;
·
increased competition and/or shifts in demand for certain vehicles and products;
·
our inability to offset price concessions or additional costs;
·
the costs in relation to construction, maintenance and closing of plants, including mechanical failures,
equipment shutdowns and interruptions to the supply of utilities;
·
risks associated with the capital expenditure needs of our on-going operations;
·
difficulties in connection with program launches and integration and consolidation;
·
risks associated with acquisitions;
·
risks associated with our joint ventures, certain of which we do not control;
vii


·
inaccuracies in our estimates of return on investment;
·
risks associated with tax liability in the jurisdictions in which we operate;
·
our international operations, including in relation to compliance with anti-corruption laws, regulations
and economic sanctions programs;
·
risks associated with the adequacy of our hedging arrangements;
·
risks on the conduct of our business as a result of a failure to comply with restrictive covenants under
our credit facilities;
·
loss of key executives and availability of labor and workforce;
·
changes in regulation;
·
legal, regulatory, product liability and/or health and safety issues; and
·
other risks and uncertainties inherent in our business and the world economy.
We urge you to read the sections of these listing particulars entitled ``Risk Factors,'' ``Operating and
Financial Review and Prospects'' and ``Business'' for a more complete discussion of the factors that could
affect our future performance and the industry in which we operate. In light of these risks, uncertainties
and assumptions, the forward-looking events described in these listing particulars may not occur.
We provide a cautionary discussion of risks and uncertainties under ``Risk Factors'' contained elsewhere in
these listing particulars. These are factors that we think would cause our actual results to differ materially
from expected results. Other factors besides those listed there could also adversely affect us. Investors are
cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly update or publicly revise any forward-looking statement,
whether as a result of new information, future events or otherwise. All subsequent written and oral
forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements referred to above and contained elsewhere in these listing
particulars.
PRESENTATION OF FINANCIAL AND OTHER DATA
Financial information and operational data
These listing particulars include our audited consolidated historical financial statements as of and for the
years ended December 31, 2015, 2014 and 2013. In addition, we have presented certain summary historical
financial information for the years ended December 31, 2012 and 2011, which have been derived from our
audited consolidated financial statements as of and for the years ended December 31, 2012 and 2011. Our
audited consolidated historical financial statements as of and for the years ended December 31, 2012 and
December 31, 2011 are not included in these listing particulars. In order to enable investors to compare
our financial results for the years ended December 31, 2014 and 2015 with our financial results for the year
ended December 31, 2013, we have presented in these listing particulars, as required by IFRS, certain
reclassified financial information as of and for the year ended December 31, 2013 after giving effect to
IFRS 10 and IFRS 11 (as described in more detail below). All financial information presented as of and for
years ended December 31, 2014 and 2015 has been presented giving effect to the adoption of IFRS 10 and
IFRS 11.
Other financial data is included which is derived from our accounting records. We prepare our financial
statements in euro. Unless otherwise indicated, all financial information in these listing particulars has
been prepared in accordance with IFRS applicable at the relevant date. IFRS differs in certain significant
respects from generally accepted accounting principles in the US.
See ``Independent Auditors'' for a description of the independent auditors' report dated March 22, 2016 on
our consolidated financial statements as of and for the years ended December 31, 2015, 2014 and 2013,
which have been audited by Ernst & Young, S.L., independent auditors, as stated in their unqualified
reports appearing herein on pages F-1 to F-129 of these listing particulars.
We have presented certain information in these listing particulars that are non-IFRS measures. As used in
these listing particulars, this information includes ``EBITDA'', which represents operating profit before
amortization, impairment and depreciation. These listing particulars also contain other measures and
ratios such as: EBITDA margin; capital expenditures, net payments on investments, cash, cash equivalents
viii


and current financial assets; total financial debt; net financial debt; net financial expenses; and leverage
and coverage ratios. See ``Summary--Summary Consolidated Financial Data.''
We present these non-IFRS measures because we believe that they and similar measures are widely used
by certain investors, securities analysts and other interested parties as supplemental measures of
performance and liquidity. In particular, we believe that EBITDA is meaningful for investors because it
provides an analysis of our operating results, profitability and ability to service debt and because EBITDA
is used by our chief operating decision makers to track our business evolution, establish operational and
strategic targets and make important business decisions. To facilitate the analysis of our operations, this
indicator excludes amortization, impairment and depreciation expenses from operating profit in order to
eliminate the impact of general long-term capital investment. Although we are presenting this measure to
enhance the understanding of our historical operating performance, EBITDA should not be considered an
alternative to operating profit as an indicator of our operating performance, or an alternative to cash flows
from operating activities as a measure of our liquidity. EBITDA as used in these listing particulars may not
be calculated in the same manner as ``Consolidated EBITDA'', which is calculated pursuant to the
Indenture governing the notes as described under ``Description of the Notes,'' or for the purposes of any of
our other indebtedness.
The information presented by EBITDA, other adjusted financial information and other pro forma
financial data presented in these listing particulars is unaudited and has not been prepared in accordance
with IFRS or any other accounting standards. We present these non-IFRS measures because we believe
that they and similar measures are widely used by investors, securities analysts and other interested parties
as supplemental measures of performance and liquidity. In addition, the presentation of these measures is
not intended to and does not comply with the reporting requirements of the SEC; compliance with its
requirements would require us to make changes to the presentation of this information.
You should not consider EBITDA or any other non-IFRS or financial measures presented herein as
alternatives to measures of financial performance determined in accordance with generally accepted
accounting principles, such as net income, as a measure of operating results or cash flow as a measure of
liquidity. EBITDA is not a measure of financial performance under IFRS. Our computation of EBITDA
and other non-IFRS financial measures may not be comparable to similarly titled measures of other
companies.
Rounding adjustments have been made in calculating some of the financial information included in these
listing particulars. Figures shown as totals in some tables and elsewhere may not be exact arithmetic
aggregations of the figures that precede them.
ix