Obligation Naturgas Energy Group 6% ( XS0829360923 ) en EUR

Société émettrice Naturgas Energy Group
Prix sur le marché 100 %  ⇌ 
Pays  Espagne
Code ISIN  XS0829360923 ( en EUR )
Coupon 6% par an ( paiement annuel )
Echéance 27/01/2020 - Obligation échue



Prospectus brochure de l'obligation Naturgy Energy Group XS0829360923 en EUR 6%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 800 000 000 EUR
Description détaillée Naturgy Energy Group est une société énergétique multinationale espagnole opérant dans la production, la distribution et la commercialisation d'électricité et de gaz naturel, ainsi que dans les énergies renouvelables.

L'Obligation émise par Naturgas Energy Group ( Espagne ) , en EUR, avec le code ISIN XS0829360923, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/01/2020







FINAL TERMS
Capitalised words and expressions used in these Final Terms shall, save to the extent otherwise
defined therein, have the meanings given thereto in the relevant Terms and Conditions and in the
Agency Agreement.
11 September 2012
Gas Natural Capital Markets, S.A.
(Incorporated with limited liability in the Kingdom of Spain)
euro 800,000,000 6.00 per cent. Guaranteed Notes due 2020 (the Notes)
Guaranteed by
Gas Natural SDG, S.A.
issued pursuant to the euro 12,000,000,000 Euro Medium Term Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions
of Notes issued by Gas Natural Capital Markets, S.A. set forth in the Base Prospectus dated 14
November 2011 and the supplement to the Base Prospectus dated 4 April 2012 (together the Base
Prospectus) which together constitute a base prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC, as amended) (the Prospectus Directive). This document constitutes the Final
Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with the Base Prospectus and the drawdown prospectus expected to be
dated on or about 14 September 2012 (the Drawdown Prospectus). Full information on the Issuer, the
Guarantor and the offer of the Notes is only available on the basis of the combination of these Final
Terms, the Base Prospectus and the Drawdown Prospectus. Copies of the Base Prospectus and the
Drawdown Prospectus may be obtained during normal business hours from Plaça del Gas no.1, 08003,
Barcelona, Spain (being the registered office of the Issuer) and from the offices of the Agent at 21st
Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

1.
(i)
Issuer:
Gas Natural Capital Markets, S.A.


(ii)
Guarantor:
Gas Natural SDG, S.A.

2.
(i)
Series Number:
14


(ii)
Tranche Number:
1

3.
Specified Currency or Currencies:
euro

4.
Aggregate Nominal Amount of Notes
euro 800,000,000


admitted to trading:

(i)
Series:
euro 800,000,000


(ii)
Tranche:
euro 800,000,000

A15510908
1


5.
Issue Price:
99.455 per cent. of the Aggregate Nominal Amount

6.
(i)
Specified Denominations:
euro 100,000 and integral multiples of euro 100,000

thereafter.
7.
(i)
Issue Date:
25 September 2012


(ii)
Interest Commencement
Issue Date



Date:
8.
Maturity Date:
27 January 2020

9.
Interest Basis:
6.00 per cent. Fixed Rate

(further particulars specified below)
10.
Redemption/Payment Basis:
Redemption at par

11.
Change of Interest or
Not Applicable


Redemption/Payment Basis:
12.
Put/Call Options:
Investor Put


(further particulars specified below)

13.
(i)
Status of the Notes:
Senior


(ii)
Status of the Guarantee:
Senior


(iii)
Date Board approval for
10 September 2012



issuance of Notes obtained:
14.
Method of distribution:
Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.
Fixed Rate Note Provisions
Applicable

(i)
Rate of Interest:
6.00 per cent. per annum payable annually in arrear

(ii)
Interest Payment Date(s):
27 January in each year, commencing on 27 January 2013
up to and including the Maturity Date.
There will be a short first coupon payable on the Interest
Payment Date falling on 27 January 2013, in respect of the
period from and including the Issue Date to, but excluding,
27 January 2013.
(iii)
Fixed Coupon Amount:
6,000 per 100,000 in Specified Denomination

(iv)
Broken Amount(s):
Short first coupon, from and including the Issue Date to,

but excluding, 27 January 2013, amounting to euro
2,032.787 per 100,000 in Specified Denomination.
A15510908
2


(v)
Day Count Fraction:
Actual/Actual (ICMA)

(vi)
Determination Dates:
27 January in each year

(vii)
Other terms relating to the
Not Applicable

method of calculating interest for
Fixed Rate Notes:
16.
Floating Rate Note Provisions
Not Applicable


17.
Zero Coupon Note Provisions
Not Applicable


18.
Index-linked Notes/other variable-
Not Applicable

linked interest Note Provisions
19.
Dual Currency Note Provisions
Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.
Call Option
Not Applicable

21.
Put Option
Applicable

(further particulars specified in the Schedule to these Final
Terms)
(i)
Optional Redemption Date(s):
See Schedule

(ii)
Optional Redemption Amount(s)
See Schedule

of each Note and method, if any,
of calculation of such amount(s):
(iii)
Notice period:
See Schedule

22.
Final Redemption Amount of each
euro 100,000 per Specified Denomination

Note
23.
Early Redemption Amount


Early Redemption Amount(s) payable on As per Conditions

redemption for taxation reasons or on event of
default or other early redemption and/or the
method of calculating the same (if required or
if different from that set out in the Conditions):
A15510908
3


GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.
Form of Notes:
Bearer Notes


Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes in
the limited circumstances specified in the Permanent
Global Note
25.
New Global Note
Yes

26.
Additional Financial Centre(s) or
Not Applicable

other special provisions relating to
payment dates:
27.
Talons for future Coupons or
No

Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):
28.
Details relating to Partly Paid Notes:
Not Applicable

amount of each payment comprising
the Issue Price and date on which
each payment is to be made and
consequences (if any) of failure to
pay, including any right of the Issuer
to forfeit the Notes and interest due
on late payment:
29.
Details relating to Instalment Notes:
Not Applicable

amount of each instalment, date on
which each payment is to be made:
30.
Redenomination, renominalisation
Not Applicable

reconventioning provisions:
31.
Consolidation provisions:
The provisions in Condition 16 (Further Issues) apply

32.
Other final terms:
Not Applicable

DISTRIBUTION

33.
(i)
If syndicated, names of
Banca IMI S.p.A.



Managers:
Banco Bilbao Vizcaya Argentaria, S.A.
CaixaBank, S.A.
Crédit Agricole Corporate and Investment Bank
ING Bank N.V.
Nomura International plc
The Royal Bank of Scotland plc
A15510908
4



(ii)
Stabilising Manager(s) (if
Not Applicable


any):
34.
If non-syndicated, name of Dealer:
Not Applicable

35.
US Selling Restrictions:
Reg. S; TEFRA D

36.
Additional selling restrictions:
Not Applicable

PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to listing on the Official
List of the UK Listing Authority and to trading on the Regulated Market of the London Stock
Exchange of the Notes described herein pursuant to the euro 12,000,000,000 Euro Medium Term Note
Programme of Gas Natural Fenosa Finance B.V. and Gas Natural Capital Markets, S.A., guaranteed by
Gas Natural SDG, S.A.


A15510908





PART B ­ OTHER INFORMATION
1.
LISTING


(i)
Admission to trading:
Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to listing on the Official List
of the UK Listing Authority and to trading on the
Regulated Market of the London Stock Exchange with
effect from the Issue Date.

(ii)
Estimate of total expenses
GBP 4,310

related to admission to trading:
2.
RATINGS


Ratings:
The Notes to be issued are expected to be rated:

Moody's Investors Service Limited ("Moody's"): Baa2


(Negative Watch)
Fitch Ratings Ltd ("Fitch"): BBB+ (Negative Watch)
Standard & Poor's Rating Services, a division of The
McGraw Hill Companies, Inc. ("S&P"): BBB (Stable)
Each of Moody's, Fitch and S&P is (i) established in the
EU and (ii) registered under the CRA Regulation.

5.
YIELD


Indication of yield:
6.101 per cent. per annum


The yield is calculated at the Issue Date on the basis of the

Issue Price. It is not an indication of future yield.
8.
OPERATIONAL INFORMATION


ISIN Code:
XS0829360923


Common Code:
082936092


Any clearing system(s) other than Not Applicable

Euroclear Bank S.A./N.V. and
Clearstream
Banking, société
anonyme and the relevant
identification number(s):

Delivery:
Delivery against payment


Names and addresses of initial Citibank, N.A., London Branch

Paying Agent:

Commissioner:
Ariadna Solana Fontanals

A15510908
6



Intended to be held in a manner Yes

which would allow Eurosystem Note that the designation "Yes" simply means that the
eligibility:
Notes are intended upon issue to be deposited with one of
the International Central Securities Depositaries (ICSDs)
as common safekeeper and does not necessarily mean that
the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit
operations by the Eurosystem either upon issue or at any
and all times during their life. Such recognition will
depend upon satisfaction of the Eurosystem eligibility
criteria.





A15510908
7


SCHEDULE

For the purpose of this Series of Notes and the Final Terms dated 11 September 2012 (to which this
schedule is attached) only, Condition 6(d) (Redemption at the Option of the Noteholders) shall be
deleted and replaced with the following:
Redemption at the option of the Noteholders upon a Change of Control
At any time while any Note remains outstanding, each holder of Notes will have the option (the "Put
Option") to require the Issuer to redeem or, at the Issuer's option, to procure the purchase of such
Notes on the Optional Redemption Date at the Optional Redemption Amount (both terms as defined
below) if a Change of Control occurs and, during the Change of Control Period, a Rating Downgrade
occurs (together, a "Put Event").
A "Change of Control" shall be deemed to have occurred at each time that any person or persons
acting in concert ("Relevant Persons") or any person or persons acting on behalf of such Relevant
Persons, acquire(s) control, directly or indirectly, of the Guarantor.
"control" means: (a) the acquisition or control of more than 50 per cent. of the voting rights of the
issued share capital of the Guarantor; or (b) the right to appoint and/or remove all or the majority of the
members of the Guarantor's Board of Directors or other governing body, whether obtained directly or
indirectly, whether obtained by ownership of share capital, the possession of voting rights, contract or
otherwise.
"Change of Control Period" means the period commencing on the date on which the relevant Change
of Control occurs or the date of the first relevant Potential Change of Control Announcement,
whichever is the earlier, and ending on the date which is 90 days after the date of the occurrence of the
relevant Change of Control.
"Potential Change of Control Announcement" means any public announcement or statement by the
Issuer or any actual or bona fide potential bidder relating to any potential Change of Control.
"Rating Agency" means any of the following: (a) Standard & Poor's Rating Services, a division of The
McGraw Hill Companies, Inc. ("S&P"); (b) Moody's Investors Service Limited ("Moody's"); (c) Fitch
Ratings Ltd ("Fitch Ratings"); or (d) any other credit rating agency of equivalent international
standing specified from time to time by the Issuer and, in each case, their respective successors or
affiliates.
A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control if, within
the Change of Control Period, the rating previously assigned to the Guarantor is lowered by at least two
full rating notches (by way of example, BB+ to BB-, in the case of S&P) (a "downgrade") or
withdrawn, in each case, by the requisite number of Rating Agencies (as defined below), and is not,
within the Change of Control Period, subsequently upgraded (in the case of a downgrade) or reinstated
(in the case of a withdrawal) to its earlier credit rating or better, such that there is no longer a
downgrade or withdrawal by the requisite number of Rating Agencies. For these purposes, the
"requisite number of Rating Agencies" shall mean (i) at least two Rating Agencies, if, at the time of
the rating downgrade or withdrawal, three or more Rating Agencies have assigned a credit rating to the
Guarantor, or (ii) at least one Rating Agency if, at the time of the rating downgrade or withdrawal,
fewer than three Rating Agencies have assigned a credit rating to the Guarantor.
A15510908
8


Notwithstanding the foregoing, no Rating Downgrade shall be deemed to have occurred in respect of a
particular Change of Control if (a) following such a downgrade, the Guarantor is still assigned an
Investment Grade Rating by one or more of the Rating Agencies effecting the downgrade, or (b) the
Rating Agencies lowering or withdrawing their rating do not publicly announce or otherwise confirm in
writing to the Issuer that such reduction or withdrawal was the result, in whole or part, of any event or
circumstance comprised in, or arising as a result of, or in respect of, the applicable Change of Control.
"Investment Grade Rating" means: (1) with respect to S&P, any of the categories from and including
AAA to and including BBB- (or equivalent successor categories); (2) with respect to Moody's, any of
the categories from and including Aaa to and including Baa3 (or equivalent successor categories); (3)
with respect to Fitch Ratings, any of the categories from and including AAA to and including BBB- (or
equivalent successor categories); and (4) with respect to any other credit rating agency of equivalent
international standing specified from time to time by the Issuer, a rating that is equivalent to, or better
than, the foregoing.
"Optional Redemption Amount" means an amount equal to par plus interest accrued to but excluding
the Optional Redemption Date.
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a
"Put Event Notice") to the Agent, the Paying Agents and the Noteholders in accordance with
Condition 15 specifying the nature of the Put Event and the circumstances giving rise to it and the
procedure for exercising the Put Option, as well as the date upon which the Put Period (as defined
below) will end and the Optional Redemption Date (as defined below).
To exercise the Put Option to require redemption or, as the case may be, purchase of a Note under this
section, the holder of that Note must transfer or cause to be transferred its Notes to be so redeemed or
purchased to the account of the Paying Agent specified in the Put Option Notice for the account of the
Issuer within the period (the "Put Period") of 45 days after the Put Event Notice is given together with
a duly signed and completed notice of exercise in the form (for the time being current) obtainable from
the specified office of any Paying Agent (a "Put Option Notice") and in which the holder may specify
a bank account to which payment is to be made under this section.
The Issuer shall redeem or, at the option of the Issuer, procure the purchase of the Notes in respect of
which the Put Option has been validly exercised as provided above, and subject to the transfer of such
Notes to the account of the Paying Agent for the account of the Issuer as described above on the date
which is the fifth Business Day following the end of the Put Period (the "Optional Redemption
Date"). Payment in respect of any Note so transferred will be made in euro to the holder to the
specified euro denominated bank account in the Put Option Notice on the Optional Redemption Date
via the relevant account holders.


A15510908
9


Document Outline