Bond Iberdrola Energía 0.8% ( XS2557565830 ) in EUR

Iberdrola Energía

109.28 % ▼

Spain

XS2557565830 ( in EUR )

0.8% per year ( payment 1 time a year)

06/12/2027

Prospectus brochure of the bond Iberdrola XS2557565830 en EUR 0.8%, maturity 06/12/2027

07/06/2026 ( In 95 days )

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 XS2557565830, pays a coupon of 0.8% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/12/2027

TERMS AND CONDITIONS OF THE BONDS
THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS
AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)
2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EUROPEAN
ECONOMIC AREA ("EEA"); (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "EUWA") ("UK MIFIR"); AND (E) FCA HANDBOOK PRODUCT INTERVENTION AND
PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE
REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE
MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT
THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS
DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS (A) IN THE EEA, ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B)
IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK
CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK
MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR")
SHOULD TAKE INTO CONSIDERATION EACH MANUFACTURER'S TARGET MARKET
ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR
UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY
EITHER ADOPTING OR REFINING EACH MANUFACTURERS' TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY
CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT
CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE
PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR
GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION
WHATSOEVER WITH RESPECT TO THE BONDS. THE BONDS ARE NOT INTENDED TO BE
OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD
OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED
KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO
IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID
II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF
ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UNITED
KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT
(8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE
PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM
(THE "FSMA") AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT
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DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL
CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO
1286/2014, AS AMENDED (THE "PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS
REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM
AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN
PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE
UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.
The following (excluding italicised paragraphs) are the terms and conditions of the Bonds which will be endorsed
on the Certificates relating to the Bonds:
The issue of the 450,000,000 0.80 per cent. green senior unsecured guaranteed equity-linked bonds due 2027 (the
"Bonds") was authorised by resolutions of the board of directors of Iberdrola Finanzas, S.A.U. (the "Issuer") passed
on 7 November 2022 and the guarantee of the Bonds was authorised by resolutions of a shareholder meeting of
Iberdrola, S.A. (the "Guarantor") passed on 18 June 2021 and by resolutions of the board of directors of the
Guarantor passed on 8 November 2022. The Bonds are issued pursuant to a fiscal agency agreement dated 7
December 2022 (the "Agency Agreement") relating to the Bonds between the Issuer, The Bank of New York Mellon,
London Branch as fiscal agent (the "Fiscal Agent", which expression shall include any successor fiscal agent under
the Agency Agreement), the other paying, transfer and conversion agents for the time being (such persons, together
with the Fiscal Agent, being referred to below as the "Paying, Transfer and Conversion Agents", which expression
shall include their successors as Paying, Transfer and Conversion Agents under the Agency Agreement) and The
Bank of New York Mellon SA/NV, Luxembourg Branch as in its capacity as registrar in respect of the Bonds (the
"Registrar", which expression shall include any successor as registrar under the Agency Agreement) and with the
benefit of a deed of covenant (the "Deed of Covenant") executed and delivered by the Issuer dated 7 December
2022 in relation to the Bonds. The Guarantor has, for the benefit of the Bondholders from time to time, executed and
delivered a deed of guarantee dated 7 December 2022 (the "Deed of Guarantee") under which it has guaranteed the
due and punctual payment of all amounts due by the Issuer under the Bonds and the Deed of Covenant as and when
the same shall become due and payable.
The Issuer and the Guarantor have also entered into a calculation agency agreement dated 7 December 2022 (the
"Calculation Agency Agreement") with Conv-Ex Advisors Limited (the "Calculation Agent", which expression
shall include any successor as calculation agent under the Calculation Agency Agreement), whereby the Calculation
Agent has been appointed to make certain calculations in relation to the Bonds from time to time.
The Issuer has executed a deed (escritura publica) (the "Public Deed") before a Spanish public notary in relation to
the Bonds and will register the Public Deed with the Commercial Registry of Biscay. The Public Deed will contain,
among other information, the terms and conditions of the Bonds.
Copies of the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and the Calculation Agency
Agreement are available for inspection during normal business hours at the specified offices for the time being of the
Paying, Transfer and Conversion Agents and the Registrar.
"Agents" means the Fiscal Agent, any other Paying, Transfer and Conversion Agents and the Registrar.
Capitalised terms used but not defined in these terms and conditions (the "Conditions") shall have the meanings
attributed to them in the Agency Agreement unless the context otherwise requires or unless otherwise stated.
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1
Form, Denomination, Title, Status and Guarantee
(a)
Form and Denomination
The Bonds are issued in registered form, serially numbered, in principal amounts of 100,000 each and
integral multiples thereof.
(b)
Title
Title to the Bonds will pass by registration in the register that the Issuer shall procure to be kept by the
Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as
otherwise required by law or as ordered by a court of competent jurisdiction, the holder (as defined
below) of any Bond shall be deemed to be and may be treated as its absolute owner for all purposes
(whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any
writing on the Certificate representing it or the theft or loss of such Certificate) and no person will be
liable for so treating the holder.
(c)
Status of the Bonds
The Bonds constitute direct, unconditional, unsubordinated and (without prejudice to the provisions of
Condition 2) unsecured obligations of the Issuer and (subject to any applicable statutory exceptions and
unless the Bonds qualify by law as subordinated credits (créditos subordinados) under Article 281.1 of
the Legislative Royal Decree 1/2020, of 5 May (Real Decreto Legislative 1/2020, de 5 de mayo, por el
que se aprueba el texto refundido de la Ley Concursal) (as amended from time to time, the "Spanish
Insolvency Law")) will rank (i) pari passu and rateably, without any preference among themselves and
(ii) at least pari passu with all other unsecured and unsubordinated indebtedness and monetary
obligations involving or otherwise related to borrowed money of the Issuer, present and future.
In the event of the insolvency (concurso) of the Issuer, under the Spanish Insolvency Law claims relating
to the Bonds (which are not subordinated pursuant to Article 281.1 of the Spanish Insolvency Law) will
be ordinary credits (creditos ordinarios) as defined in the Spanish Insolvency Law. Ordinary credits rank
below credits against the insolvency estate (creditos contra la masa) and credits with a general or special
privilege (creditos con privilegio general o especial). Ordinary credits rank above subordinated credits
and the rights of shareholders. Interest on the Bonds accrued but unpaid as at the commencement of any
insolvency proceeding (concurso) relating to the Issuer under Spanish law shall thereupon constitute
subordinated obligations of the Issuer ranking below its unsecured and unsubordinated obligations.
Under Spanish law, accrual of interest on the Bonds shall be suspended as from the date of any
declaration of insolvency (concurso) of the Issuer.
(d)
Guarantee
The Guarantor has irrevocably guaranteed the due payment of all sums expressed to be payable by the
Issuer under the Bonds.
The obligations of the Guarantor in respect of the Bonds constitute direct, unconditional, unsubordinated
and (without prejudice to the provisions of Condition 2) unsecured obligations of the Guarantor and
(subject to any applicable statutory exceptions and unless such obligations qualify by law as
subordinated credits under Article 281.1 of the Spanish Insolvency Law) will rank at least pari passu
with all other unsubordinated and unsecured indebtedness and monetary obligations involving or
otherwise related to borrowed money of the Guarantor, present and future. The obligations of the
Guarantor in that respect (the "Guarantee") are contained in the Deed of Guarantee referred to above.
2
Negative Pledge
So long as any Bond remains outstanding (as defined in the Agency Agreement):
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(a)
neither the Issuer nor the Guarantor will create or permit to subsist any mortgage, charge, pledge, lien
or other form of encumbrance or security interest ("Security Interest") (other than Permitted Security
(as defined in Condition 3)) upon the whole or any part of its undertaking, assets or revenues present or
future to secure any Relevant Indebtedness, or any guarantee of, or indemnity in respect of, any Relevant
Indebtedness;
(b)
each of the Issuer and the Guarantor will procure that no other person creates or permits to subsist any
Security Interest (other than Permitted Security) upon the whole or any part of the undertaking, assets
or revenues present or future of that other person to secure (A) any of the Issuer's Relevant Indebtedness
or the Guarantor's Relevant Indebtedness, or any guarantee of or indemnity in respect of any of the
Issuer's Relevant Indebtedness or the Guarantor's Relevant Indebtedness or (B) where the person in
question is a Subsidiary of the Guarantor, any of the Relevant Indebtedness of any person other than (1)
that Subsidiary of the Guarantor or (2) if that Subsidiary is not a Relevant Subsidiary, any other
Subsidiary of the Guarantor (which is not the Issuer or a Relevant Subsidiary), or in each case any
guarantee of, or indemnity in respect, of any such Relevant Indebtedness; and
(c)
each of the Issuer and the Guarantor will procure that no person other than the Guarantor gives any
guarantee of, or indemnity in respect of, any of its Relevant Indebtedness,
unless, at the same time or prior thereto, the Issuer's obligations under the Bonds or, as the case may be, the
Guarantor's obligations under the Guarantee (i) are secured equally and rateably therewith or benefit from a
guarantee or indemnity in substantially identical terms thereto, as the case may be, or (ii) have the benefit of
such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary
Resolution.
3
Definitions
In these Conditions, unless otherwise provided:
"Additional Amounts" has the meaning given to it in Condition 11.
"Averaging Date" means (i) in respect of any Relevant Calculation Period and each Scheduled Trading Day
comprised in such Relevant Calculation Period, each such Scheduled Trading Day, subject to adjustment
pursuant to Condition 7, and (ii) in respect of any CA Period, each Scheduled Trading Day (which is not a
Disrupted Day) comprised in such CA Period (and, for the avoidance of doubt, an Averaging Date pursuant to
limb (ii) of this definition shall not be subject to adjustment pursuant to this Condition 7).
"Bid Price" means, in respect of any day and from any Leading Institution, the bid price quoted by such Leading
Institution per 100,000 in principal amount of Bonds as at or around 6.00 p.m. (Madrid time) on such day.
"Bondholder" and "holder" mean the person in whose name a Bond is registered in the Register (as defined
in Condition 1(b)).
"Bond Market Price" means, for the purposes of the definition of "Fair Value per Bond", in respect of any
Scheduled Trading Day and each 100,000 in principal amount of Bonds, as determined by an Independent
Adviser, the arithmetic average of the Mid-Market Prices in respect of such Scheduled Trading Day from the
Designated Leading Institutions for such Scheduled Trading Day, or, if only two Mid-Market Prices are capable
of being obtained by such Independent Adviser from such Designated Leading Institutions, the arithmetic
average of such two Mid-Market Prices or, if only one Mid-Market Price can be obtained from such Designated
Leading Institutions, such Mid-Market Price, and provided that where such Independent Adviser is not able to
obtain any Mid-Market Price from the Designated Leading Institutions, the Bond Market Price shall be
considered (as determined by such Independent Adviser) not to be available in respect of such Scheduled
Trading Day.
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"business day" means (i) in relation to any place, a day (other than a Saturday or Sunday) on which commercial
banks and foreign exchange markets are open for business in that place and (ii) if it relates to a payment in euro,
on which the TARGET System is operating.
"Cash Amount Calculation Period" has the meaning given to it in Condition 5(c)(i).
"Cash Distribution" has the meaning given to it in Condition 6(a)(ii).
"Change in Law" means that, as determined by the Issuer, on or after the issue of the Bonds (A) due to the
adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or
(B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority
with competent jurisdiction of any applicable law or regulation (including any action taken by a Taxing
Authority), the Issuer, the Guarantor or a Hedging Counterparty determines in good faith that (X) it has become
illegal to hold, acquire or dispose of Ordinary Shares, or (Y) it will incur a materially increased cost in
performing its obligations under, in the case of the Issuer or the Guarantor, the Bonds (or, as the case may be,
the Guarantee) or, in the case of a Hedging Counterparty, a Hedge Position (including, without limitation, due
to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position); provided that,
where the Change in Law relates to the Hedging Counterparty, the Hedging Counterparty terminates the Hedge
Position as a result of the Change in Law.
"Change of Control" has the meaning given to it in Condition 9(c).
"Closing Date" means 7 December 2022.
"Closing Price" means, in respect of an Ordinary Share, other Security or, as the case may be, a Spin-Off
Security, option, warrant or other right or asset, on any Scheduled Trading Day, the official closing price on
such Scheduled Trading Day of such Ordinary Share, Security or, as the case may be, a Spin-Off Security,
option, warrant or other right or asset on the Relevant Stock Exchange in respect thereof as published by or
derived from Bloomberg page HP (or any successor page) (using the setting labelled "Last Price" or any
equivalent successor label to this setting) for such Ordinary Share, Security or, as the case may be, a Spin-Off
Security, option, warrant or other right or asset and such Relevant Stock Exchange (and for the avoidance of
doubt such Bloomberg page in respect of the Ordinary Shares is IBE SM Equity HP as at the Closing Date), or,
if such Bloomberg page is not available, such other source (if any) as shall be determined in good faith to be
appropriate by an Independent Adviser in respect of such Scheduled Trading Day; provided that:
(i)
if on any such Scheduled Trading Day (for the purposes of this definition, the "Affected Scheduled
Trading Day") such price is not available or cannot otherwise be determined as provided above, the
Closing Price of an Ordinary Share, Security or, as the case may be, a Spin-Off Security, option,
warrant or other right or asset, in respect of such Scheduled Trading Day shall be the Closing Price,
determined as provided above, on the immediately succeeding Scheduled Trading Day on which the
same can be so determined as aforesaid (provided that, in respect of an Ordinary Shares, for the purpose
of Condition 6(a)(ii), where such Closing Price on such immediately succeeding Scheduled Trading
Day is quoted "ex-" the Relevant Cash Distribution or, as the case may be, Relevant Specified Non
Cash Distribution, such Closing Price shall be increased by an amount equal to the Fair Market Value
of such Relevant Cash Distribution or, as the case may be, Relevant Specified Non Cash Distribution
as at the Relevant Cum Date); and
(ii)
if the Closing Price cannot be so determined on any of the two Scheduled Trading Days immediately
succeeding the Affected Scheduled Trading Day, the Closing Price shall be determined in good faith
by an Independent Adviser,
all as determined by the Calculation Agent unless otherwise specified.
"Conversion Date" has the meaning provided in Condition 5(b).
"Conversion Notice" has the meaning given to it in Condition 5(b).
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"Conversion Notice Delivery Date" has the meaning given to it in Condition 5(b).
"Conversion Period" has the meaning given to it in Condition 5(a)(i).
"Conversion Premium" means 20 per cent.
The "Conversion Price" per Ordinary Share shall initially be equal to the product (rounded to four decimal
places, with 0.00005 being rounded upwards) of (x) the Share Reference Price and (y) the sum of (i) one and
(ii) the Conversion Premium), as determined by the Calculation Agent. The Conversion Price will be subject to
adjustment from time to time in accordance with these Conditions.
"Conversion Ratio" means, on any day, the result (rounded to five decimal places with 0.000005 being rounded
upwards) of the division of each 100,000 in principal amount of the Bonds by the prevailing Conversion Price
on such day.
"Conversion Right" has the meaning given to it in Condition 5(a)(i).
"Daily Cash Amount" or "DCA" has the meaning given to it in Condition 5(c)(i).
"Delisting" means that, as determined by the Calculation Agent, the Relevant Stock Exchange announces that
pursuant to the rules of such Relevant Stock Exchange, the Ordinary Shares cease (or will cease) to be listed,
traded or publicly quoted on the Relevant Stock Exchange for any reason (other than by reason of a
Nationalisation, or Merger or Take-Over Bid (as referred to in the MEFF Adjustments to Contracts
Specifications as at the Closing Date) or other special circumstance in relation to which an Options Settlement
Event occurs) and are not immediately re-listed, re-traded or re-quoted on a stock exchange or securities market
located in the United Kingdom or any member state of the European Union).
"Delta-Adjusted Fair Value per Bond" means, in respect of each 100,000 in principal amount of Bonds and
as determined by an Independent Adviser, the Fair Value per Bond adjusted in such manner as such Independent
Adviser determines in good faith taking into account, inter alia, the equity sensitivity of the Bonds (based on
the delta of the Bonds on the Relevant Announcement Date as determined by such Independent Adviser) taking
into account the arithmetic average of the Volume Weighted Average Prices of the Ordinary Shares on each of
the Averaging Dates in relation to any ERA Period (or any ERCA Period, as applicable).
"Designated Leading Institutions" means, for any Scheduled Trading Day, three Leading Institutions as an
Independent Adviser shall consider appropriate.
"Disrupted Day" has the meaning given to it in Condition 7.
"Dividend" has the meaning given to it in Condition 6(a)(ii).
"Dividend Threshold" has the meaning given to it in Condition 6(a)(ii).
"Early Conversion Period Termination Date" has the meaning given to it in Condition 5(a)(i).
"Early Redemption Amount" means, in respect of each 100,000 principal amount of the Bonds, the higher
of (i) 100,000 in principal amount of the Bonds, together with interest accrued thereon up to (but excluding)
the Early Redemption Date; and (ii) the Delta-Adjusted Fair Value per Bond, together with interest accrued
thereon up to (but excluding) the Early Redemption Date.
"Early Redemption Cash Amount" or "ERCA" has the meaning given to it in Condition 6(b)(ii).
"Early Redemption Date" means, in relation to any Early Redemption Amount (or, as the case may be, Early
Redemption Cash Amount), the third Madrid business day following the last Averaging Date in relation to any
ERA Period (or, as the case may be, ERCA Period).
"ERA Period" means for the purpose of determining the Early Redemption Amount, the period of 35
consecutive Scheduled Trading Days (or such lesser number in order to comply with a Change in Law)
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commencing on the Scheduled Trading Day following the date on which the Issuer gives a notice of
redemption pursuant to Condition 8 or Condition 9(d).
"ERCA Period" means for the purpose of determining the Early Redemption Cash Amount, the period of
consecutive "N minus D" (with "N" and "D" having the meanings given to them in the definition of "Early
Redemption Cash Amount") Scheduled Trading Days as provided in Condition 5(c)(ii) (or such lesser number
in order to comply with a Change in Law) commencing on the Scheduled Trading Day following the date
on which the Issuer gives a notice of redemption pursuant to Condition 8 or Condition 9(d).
"equity share capital" means (other than for the purposes of Condition 6(a)(iii)), in relation to any entity, its
issued share capital excluding any part thereof which, neither as regards dividends nor as regards capital, carries
any right to participate beyond a specified amount in a distribution.
"Event of Default" has the meaning given to it in Condition 12.
"Extraordinary Resolution" has the meaning given to it in the Agency Agreement.
"Fair Market Value" means, with respect to any property on any date (the "FMV Date"):
(i)
in the case of a Cash Distribution, the amount of such Cash Distribution, as determined by the
Calculation Agent;
(ii)
in the case of any other cash amount, the amount of such cash, as determined by the Calculation Agent;
(iii) in the case of Securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other
rights or assets that are or are intended to be publicly traded on a Relevant Stock Exchange of adequate
liquidity (as determined by (where the Calculation Agent determines in its sole discretion that it is
capable of making such calculation in its capacity as Calculation Agent) the Calculation Agent or (in
any other case) an Independent Adviser), the arithmetic mean of the daily Volume Weighted Average
Prices (or, where there is generally no Volume Weighted Average Price available (in any such case,
disregarding, for this purpose, the provisos to the definition of "Volume Weighted Average Price") for
such Securities, options, warrants or other rights or assets, the daily Closing Prices) of such Securities,
Spin-Off Securities, options, warrants or other rights or assets during the period of five consecutive
Scheduled Trading Days on the Relevant Stock Exchange for such Securities, Spin-Off Securities,
options, warrants or other rights or assets commencing on such FMV Date (or, if later, the first such
Scheduled Trading Day (the "Adjusted FMV Date") on which such Securities, Spin-Off Securities,
options, warrants or other rights or assets are publicly traded) or such shorter period as such Securities,
Spin-Off Securities, options, warrants or other rights or assets are publicly traded;
(iv)
in the case of Securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other
rights or assets that are not publicly traded on a Relevant Stock Exchange of adequate liquidity (as
determined by (where the Calculation Agent determines in its sole discretion that it is capable of making
such calculation in its capacity as Calculation Agent) the Calculation Agent or (in any other case) an
Independent Adviser), the fair market value of such Securities, Spin-Off Securities, options, warrants or
other rights or assets as determined by an Independent Adviser on the basis of a commonly accepted
market valuation method and taking account of such factors as it considers appropriate, including the
market price per Ordinary Share, the dividend yield of an Ordinary Share, the volatility of such market
price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or
other rights or assets, including as to the expiry date and exercise price (if any) thereof.
Such amounts (if expressed in a currency other than the Relevant Currency) shall translated by the Calculation
Agent or, as the case may be, an Independent Adviser into the Relevant Currency at the Prevailing Rate on
the FMV Date (or, if applicable, the Adjusted FMV Date). In addition, the Fair Market Value shall be determined
by the Calculation Agent or, as the case may be, an Independent Adviser on a gross basis and disregarding
any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit.
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"Fair Value per Bond" means, in respect of each 100,000 in principal amount of Bonds and as determined
by an Independent Adviser in good faith, the fair mid-market value of such Bond on the Relevant
Announcement Date taking into account, inter alia (i) the Bond Market Price on the Relevant Announcement
Date (or, for the purpose of determining the implied volatility of the Ordinary Shares as derived from the Bond
Market Price, on each of the 5 consecutive Scheduled Trading Days ending on (and including) the Scheduled
Trading Day falling immediately prior to the Relevant Fair Value Determination Date), (ii) the Volume Weighted
Average Price of the Ordinary Shares on the Relevant Announcement Date, (iii) the settlement amount(s) of
any termination of any Hedge Position, (iv) the yield to maturity as at the Relevant Announcement Date of any
senior unsecured bonds of the Issuer with a similar final maturity date to the Bonds and (v) any other market
parameter such Independent Adviser deems in good faith to be relevant for the valuation of the Bonds on the
Relevant Announcement Date.
"Final Maturity Date" means 7 December 2027.
"Fitch" Fitch Ratings Limited.
"Guarantee" has the meaning given to it in Condition 1(d).
"Hedge Position" means a transaction or asset the Issuer or the Guarantor (or any of the Guarantor's other
Subsidiaries) deems appropriate to hedge the equity price risk of entering into and performing the Issuer's
obligations with respect to the Bonds or with respect to an option contract under which the Issuer, the Guarantor
or such other person hedges its (or the Issuer's) equity price risk relating to the Bonds.
"Hedging Counterparty" means a counterparty to a Hedge Position.
"Independent Adviser" means an independent financial institution or adviser with appropriate expertise, which
may be the initial Calculation Agent, appointed by the Issuer at its own expense from time to time and whenever
required by these Conditions.
"Initial Averaging Date" has the meaning given to it in the definition of "Share Reference Price".
"Interest Payment Date" has the meaning provided in Condition 4(a).
"Interest Period" has the meaning provided in Condition 4(a).
"Joint Bookrunner" means each of Barclays Bank Ireland PLC, Credit Suisse Bank (Europe), S.A., Goldman
Sachs Bank Europe SE and Mizuho Securities Europe GmbH.
"Leading Institution" means an investment bank of recognised standing which is a leading European
convertible bond dealer or a market maker in pricing European corporate convertible bond issues;
"MEFF" means Mercado Oficial Español de Opciones y Futuros Financieros, or its successor as determined
by the Calculation Agent.
"MEFF Adjustments to Contracts Specifications" means the standard corporate actions policy of MEFF
applicable to stock options (being, as at the Closing Date, the "Adjustments to the Contracts Characteristics"
(Ajustes a las características del contrato) applicable to stock options, as set out in MEFF's General Conditions
applicable to the Financial Derivatives Segment (Condiciones Generales aplicables al Segmento de Derivados
Financieros)) in effect at the relevant time of adjustment (or, if at the relevant time no such standard corporate
actions policy of MEFF is in effect, the last such standard corporate actions policy of MEFF to have been in
effect).
"Mid-Market Price" means, in respect of any day and from any Leading Institution, the arithmetic average
of the Bid Price and the Ask Price from such Leading Institution in respect of such day.
"Modified Postponement" means, in relation to any Initial Averaging Date that is a Disrupted Day, the first
succeeding Scheduled Trading Day that is not a Disrupted Day pursuant to Condition 7 and on which another
Initial Averaging Date does not or is deemed not to occur (a "Valid Day"). If the first such succeeding Valid
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Day has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following
the original date that, but for the occurrence of another Initial Averaging Date or Disrupted Day, would have
been the final Initial Averaging Date, then (1) that eighth Scheduled Trading Day shall be deemed the Initial
Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Initial Averaging
Date), and (2) an Independent Adviser shall determine its good faith estimate of the value of the Ordinary
Share at the Valuation Time on such eighth Scheduled Trading Day (the "Deemed Initial Averaging Date").
"Moody's" Moody's Investors Service Limited.
"Nationalisation" means that, as determined by an Independent Adviser, all the Ordinary Shares or all or
substantially all the assets of the Guarantor are nationalised, expropriated or are otherwise required to be
transferred to any governmental agency, authority, entity or instrumentality thereof.
"Optional Redemption Date" has the meaning given to it in Condition 9(b)(i).
"Optional Redemption Notice" has the meaning given to it in Condition 9(b)(i).
"Options Settlement Event" means that, as determined by an Independent Adviser, any event occurs as a result
of which option contracts in respect of the Ordinary Shares (i) (if options contracts in respect of the Ordinary
Shares are traded on MEFF at the relevant time) are or are expected to be settled, or (ii) (if no options contracts
in respect of the Ordinary Shares are traded on MEFF at the relevant time) would have been or would have
been expected to be settled, in each case in accordance with the MEFF Adjustments to Contracts Specifications
(other than a Nationalisation, Delisting or (if the Issuer has elected to redeem the Bonds) Change in Law),
provided that such Options Settlement Event shall be deemed to have occurred on the earlier of:
(i)
the date of first public announcement of a firm intention (whether or not subsequently amended) to
engage in the relevant transaction or to purchase or otherwise obtain the requisite number of voting
shares or otherwise; and
(ii)
the first date on which option contracts are settled as aforesaid.
"Ordinary Shares" means ordinary shares in the capital of the Guarantor with, on the Closing Date, a nominal
value of 0.75 each.
"Permitted Security" means any Security Interest created in respect of any Relevant Indebtedness of a
company which has merged with the Guarantor or one of its Subsidiaries or which has been acquired by the
Guarantor or one of its Subsidiaries, provided that such security was already in existence at the time of the
merger or the acquisition, was not created for the purpose of financing the merger or the acquisition and is not
increased in amount and not extended following the merger or the acquisition.
a "person" means any individual, company, corporation, firm, partnership, joint venture, trust, undertaking,
association, organisation or state or agency of a state or any political subdivisions thereof (in each case whether
or not having a separate legal personality).
"Prevailing Rate" means, in respect of any pair of currencies on any day, the spot mid-rate of exchange between
the relevant currencies prevailing as at 12 noon (Madrid time) on that date (for the purposes of this definition,
the "Original Date") as appearing on or derived from Bloomberg page BFIX (or any successor page) in respect
of such pair of currencies, or, if such a rate cannot be so determined, the rate prevailing as at 12 noon (Madrid
time) on the immediately preceding day on which such rate can be so determined, provided that if such
immediately preceding day falls earlier than the fifth day prior to the Original Date or if such rate cannot be so
determined (all as determined by the Calculation Agent), the Prevailing Rate in respect of the Original Date
shall be the rate determined in such other manner as an Independent Adviser shall consider appropriate.
"Put Period" has the meaning given to it in Condition 9(c).
"Relevant Announcement Date" means (i) in respect of an early redemption of the Bonds pursuant to
Condition 9(d), the date of the occurrence of the relevant Options Settlement Event (such date being determined
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in accordance with the definition thereof), (ii) in respect of a Nationalisation, the date of the first public
announcement to nationalise (whether or not subsequently amended) that leads to the Nationalisation, (iii) in
respect of a Change in Law, the day on which the Issuer determines that a Change in Law has occurred or on
which the Issuer or the Guarantor receives a written notice from a Hedging Counterparty that it has determined
that a Change in Law has occurred and (iv) in the case of a Delisting, the date of the first public announcement
by the Relevant Stock Exchange that the Ordinary Shares will cease to be listed, traded or publicly quoted,
whichever is earlier.
"Relevant Conversion Ratio" means, in respect of any day, the result (rounded to five decimal places with
0.000005 being rounded upwards) of the division of the aggregate principal amount of Bonds in respect of
which the relevant Bondholder shall have exercised Conversion Rights by the Conversion Price prevailing on
such day.
"Relevant Currency" means euro or, if at the relevant time or for the purposes of the relevant calculation or
determination, the euro is no longer the currency in which the Ordinary Shares are quoted or dealt in on the
Relevant Stock Exchange, the currency in which the Ordinary Shares are quoted or dealt in on the Relevant
Stock Exchange at such time.
"Relevant Date" means, in respect of any Bond, the date on which payment in respect thereof first becomes
due or if any amount of the money payable is improperly withheld (or refused) the date on which payment in
full of the amount outstanding is made or (if earlier) the date on which notice is given to the Bondholders in
accordance with Condition 17 and to the Agents that, upon further surrender of the Certificate representing such
Bond being made in accordance with the Conditions, such payment will be made, provided that payment is in
fact made upon such surrender.
"Relevant Fair Value Determination Date" means (i) in respect of an early redemption of the Bonds pursuant
to Condition 9(d) in circumstances where the options contracts are settled at fair value in accordance with the
MEFF Adjustments to Contracts Specifications, the date immediately following the period (if any such period
is announced by MEFF) by reference to which MEFF will determine the implied volatility to be used for the
purpose of determining such fair value as aforesaid, other than where such date falls after the Relevant
Announcement Date or (ii) in any other case, the Relevant Announcement Date.
"Relevant Indebtedness" means any present or future indebtedness for borrowed money of the Guarantor, the
Issuer or any other person or entity in the form of, or represented by, bonds, notes, debentures, loan stock or
other securities which are or are capable of being quoted, listed or ordinarily dealt in on any stock exchange,
over-the-counter market or other securities market (for which purpose any such bonds, notes, debentures, loan
stock or other securities shall be deemed not to be capable of being so quoted, listed or ordinarily dealt in if the
terms of the issue thereof expressly so provide).
"Relevant Period" has the meaning provided in Condition 6(a)(ii).
"Relevant Stock Exchange" means:
(i)
in respect of Ordinary Shares, the Spanish Stock Exchanges or if the Ordinary Shares cease to be listed
and admitted to trading on any of the Spanish Stock Exchanges, the principal stock exchange or
securities market on which the Ordinary Shares are, at the relevant time, listed, admitted to trading or
quoted or dealt in; and
(ii)
in respect of any Security (other than Ordinary Shares) or, as the case may be, Spin-Off Security, option,
warrant or other right or asset, the principal stock exchange or securities market on which such Securities
or, as the case may be, Spin-Off Securities, options, warrants or other rights or assets are then listed or
quoted or dealt in,
where "principal stock exchange or securities market" shall mean the stock exchange or securities market
on which such Ordinary Shares, Securities, Spin-Off Securities, options, warrants or other rights or assets are
listed, admitted to trading or quoted or dealt in, provided that if such Ordinary Shares, Securities, Spin-Off
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