Obligation Iberdrola Capital S.A. 3.125% ( XS2558916693 ) en EUR

Iberdrola Capital S.A.

100 % ⇌

Espagne

XS2558916693 ( en EUR )

3.125% par an ( paiement annuel )

22/11/2028 - Obligation échue

Prospectus brochure de l'obligation Iberdrola Finanzas S.A XS2558916693 en EUR 3.125%, échue

Iberdrola Finanzas S.A. est une filiale d'Iberdrola, principalement dédiée au financement des activités du groupe énergétique espagnol.

L'Obligation émise par Iberdrola Capital S.A. ( Espagne ) , en EUR, avec le code ISIN XS2558916693, paye un coupon de 3.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/11/2028

FINAL TERMS
MiFID II product governance / Professional investors and ECPs only target market solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all
channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Senior Notes (a distributor) should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting
or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / Professional investors and ECPs only target market  solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the Senior
Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties,
as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as
defined in Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Senior Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Senior Notes (a distributor) should take into consideration the manufacturer's target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own
target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Senior Notes 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 European Economic Area (EEA). For these purposes, a retail investor means 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 (as amended), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU)
No 1286/2014 (the PRIIPs Regulation) for offering or selling the Senior Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS  The Senior Notes 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 United Kingdom (UK). For these purposes, a retail investor means 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 UK 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, as amended (the FSMA) and any rules or regulations made
under the FSMA to implement 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
UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation
(EU) No. 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation)
for offering or selling the Senior Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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Final Terms dated 18 November 2022
Iberdrola Finanzas, S.A.U.
(incorporated with limited liability in the Kingdom of Spain)
Legal Entity Identifier (LEI): 5493004PZNZWWBOUV388
Issue of
EUR 750,000,000 3.125 per cent. Guaranteed Green Bonds due 22 November 2028
Guaranteed by
Iberdrola, S.A.
Legal Entity Identifier (LEI): 5QK37QC7NWOJ8D7WVQ45
Under the EUR 30,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of
Senior Notes issued by Iberdrola Finanzas, S.A.U. set forth in the Base Prospectus dated 1 June 2022 and the
supplement to the Base Prospectus dated 2 August 2022 which together constitute a base prospectus for the
purposes of the Prospectus Regulation (the Base Prospectus). This document constitutes the Final Terms of
the Senior Notes described herein for the purposes of Article 8(4) of the Prospectus Regulation and must be
read in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant
information to comply with Article 8(5) of the Prospectus Regulation. Full information on the Issuer, the
Guarantor and the offer of the Senior Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. The Base Prospectus and the Final Terms have been published on the website
of the Luxembourg Stock Exchange at www.bourse.lu. and are available for viewing at www.iberdrola.com
and copies may be obtained from the Fiscal Agent at The Bank of New York Mellon, London Branch, One
Canada Square, London E14 5AL, United Kingdom.

1.
(i)
Series Number:
132
(ii)
Tranche Number:
1
(iii)
Date on which the Senior Notes will Not Applicable
be consolidated and form a single
Series:
2.
Specified Currency or Currencies:
Euro ()
3.
Aggregate Nominal Amount admitted to 750,000,000
trading:
4.
Issue Price:
99.860 per cent. of the Aggregate Nominal
Amount.
5.
Specified Denominations:
100,000 and integral multiples of 100,000
thereafter
6.
(i)
Issue Date:
22 November 2022
(ii)
Interest Commencement Date:
Issue Date
7.
Maturity Date:
22 November 2028
8.
Interest Basis:
3.125 per cent. Fixed Rate (see item 12 below)

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9.
Change of Interest Basis:
Not Applicable
10.
Put/Call Options:
Change of Control Put Option

(see item 17 below)

Issuer Call

(see item 15 below)

Residual Maturity Call Option
(see item 18 below)
Substantial Purchase Event
(see item 19 below)
11.
Date Board approval for issuance of Senior 14 November 2022
Notes obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
12.
Fixed Rate Senior Note Provisions
Applicable
(i)
Rate of Interest:
3.125 per cent. per annum

payable in arrear on each Interest Payment Date
(ii)
Interest Payment Date(s):
22 November in each year commencing on 22
November 2023 up to and including the Maturity
Date.
(iii)
Fixed Coupon Amount(s):
3,125 per Specified Denomination
(iv)
Broken Amount(s):
Not Applicable
(Applicable to Senior Notes in
definitive form)
(v)
Day Count Fraction:
Actual/Actual(ICMA)
(vi)
Determination Dates:
22 November in each year
13.
Floating Rate Senior Note Provisions
Not Applicable
14.
Zero Coupon Senior Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
15.
Call Option
Applicable
(i)
Optional Redemption Date(s):
As per Conditions
(ii)
Optional Redemption Amount:
Make-Whole Amount
(iii)
Make-whole Amount:
Applicable
(a)
Reference Note:
DBR (Bundesanleihe) 0 per cent. due 15
November 2028 (DE0001102556)

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Redemption Margin:
0.20 per cent.
Financial Adviser:
As per Conditions
Quotation Time:
As determined by the Financial Adviser
(b)
Discount Rate:
Not Applicable
(c)
Make-whole Exemption
Not Applicable
Period:
(iv)
If redeemable in part:

(a)
Minimum Redemption
Not Applicable
Amount:
(b)
Maximum Redemption
Not Applicable
Amount:
(v)
Notice periods:
As per Conditions
16.
Put Option
Not Applicable
17.
Change of Control Put:
Applicable
(i)
Optional Redemption Amount:
As per Conditions
(ii)
Notice periods:
As per Conditions
18.
Residual Maturity Call Option
Applicable
(i)
Notice Period:
As per Conditions
(ii)
Date fixed for redemption:
As per Conditions
19.
Substantial Purchase Event
Applicable
Notice Period:
As per Conditions
20.
Final Redemption Amount
100,000 per 100,000 in nominal amount
21.
Early Redemption Amount

Early Redemption Amount(s) payable on
redemption for taxation reasons or on Event
of Default and/or the method of calculating
the same (if required or if different from that
set out in Condition 6):
As per Conditions
GENERAL PROVISIONS APPLICABLE TO THE SENIOR NOTES
22.
(a)
Form of Senior Notes:
Senior Bearer Notes:

Senior Temporary Global Note exchangeable for
a Senior Permanent Global Note exchangeable for
Senior
Definitive
Notes
in
the
limited
circumstances specified in the Senior Permanent
Global Note.

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(b)
New Global Note:
Yes
23.
Financial Centre(s) or other special TARGET2 Business Days
provisions relating to Payment Dates:
24.
Talons for future Coupons to be attached to No
Senior Definitive Notes:
25.
Consolidation provisions:
Not Applicable
26.
Calculation Agent
Not Applicable
THIRD PARTY INFORMATION
The ratings definitions of S&P, Moody's and Fitch in section 2 of "Part B Other Information" below
have
been
extracted
from
https://www.standardandpoors.com/en_US/web/guest/article/-
/view/sourceId/504352,
https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004
and
https://www.fitchratings.com/research/structured-finance/rating-definitions-21-03-2022,
respectively.
Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by S&P, Moody's and Fitch
(each as defined below), no facts have been omitted which would render the reproduced information
inaccurate or misleading.

Signed on behalf of the Issuer:
Signed on behalf of the Guarantor:
By:
................................................................
By:
.................................................................
Duly authorised
Duly authorised

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PART B OTHER INFORMATION

1.
LISTING
AND
ADMISSION
TO
TRADING
(i)
Listing:
Official List of the Luxembourg Stock Exchange
(ii)
Admission to trading:
Application has been made for the Senior Notes to
be admitted to trading on the regulated market of
the Luxembourg Stock Exchange with effect from
22 November 2022.
(iii)
Estimate of total expenses related to 5,000
admission to trading:
2.
RATINGS

Ratings:
The Senior Notes to be issued are expected to be
rated:
Standard & Poor's Global Ratings Europe Limited
(S&P): BBB+
Moody's Investor Service Limited (Moody's):
Baa1
Fitch Ratings Limited (Fitch): A-

According to S&P's ratings definitions available
at
https://www.standardandpoors.com/en_US/web/g
uest/article/-/view/sourceId/504352, a rating by
S&P of "BBB" indicates adequate protection
parameters.
However,
adverse
economic
conditions or changing circumstances are more
likely to weaken the obligor's capacity to meet its
financial commitments on the obligation. The
addition of a plus (+) or minus (-) sign to a rating
is to show relative standing within the relevant
rating category.
According to Moody's ratings definitions
available
at
https://www.moodys.com/researchdocumentcont
entpage.aspx?docid=PBC_79004, a rating by
Moody's of "Baa" indicates moderate credit risk.
Such obligations are considered medium-grade
and
as
such
may
possess
speculative
characteristics. Moody's appends numerical
modifiers 1, 2, and 3 to each generic rating
classification from "Aa" through "Caa". The
modifier "1" indicates that the obligation ranks in
the higher end of its generic rating category.
According to Fitch's ratings definitions available
at
https://www.fitchratings.com/research/structured-

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finance/rating-definitions-21-03-2022, a rating by
Fitch of "A" indicates expectations of low default
risk. The capacity for payment of financial
commitments is considered strong. This capacity
may, nevertheless, be more vulnerable to adverse
business or economic conditions than is the case
for higher ratings. The modifiers "+" or "-" may
be appended to a rating to denote relative status
within major rating categories.

S&P is established in the European Union and is

registered under Regulation (EC) No. 1060/2009
(as amended, the CRA Regulation). As such,
S&P is included in the list of credit rating agencies
published by the European Securities and Markets
Authority on its website in accordance with the
CRA
Regulation
(http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs).

Each of Moody's and Fitch is not established in the
European Union and has not applied for registration
under the CRA Regulation. The ratings issued by
Moody's and Fitch are expected to be endorsed by
Moody's Deutschland GmbH and Fitch Ratings
Ireland Limited respectively in accordance with the
CRA Regulation. Each of Moody's Deutschland
GmbH and Fitch Ratings Ireland Limited is
established in the European Union and registered
under the CRA Regulation. As such each of Moody's
Deutschland GmbH and Fitch Ratings Ireland
Limited is included in the list of credit rating
agencies published by the European Securities and
Markets Authority on its website in accordance with
the
CRA
Regulation
(http://www.esma.europa.eu/page/List-registered-
and-certified-CRAs).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware and save for the fees paid to the Managers, no person involved in the
offer of the Senior Notes has an interest material to the offer. The Managers and their affiliates
have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, have a lending relationship with, and may perform other services for, the Issuer
and the Guarantor and their affiliates in the ordinary course of business. For the purpose of this
paragraph the term "affiliates" includes also parent companies.
4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
Reasons for the offer:
See sub-paragraph (b) in "Use of Proceeds" in
Base Prospectus.
The Issuer's and Guarantor's general green
financing
documentation
(including
the
Guarantor's Framework for Green Financing and
the second party opinion relating to the Senior
Notes)
is
available
at:
https://www.iberdrola.com/shareholders-

7

investors/investors/fixed-income/information-
related-to-green-finance
Estimated net proceeds:
747,262,500

5.
YIELD

Indication of yield:
3.151 per cent. (annual)

The yield is calculated at the Issue Date on the
basis of the Issue Price. It is not an indication of
future yield.

6.
OPERATIONAL INFORMATION
ISIN:
XS2558916693
Common Code:
255891669
Any clearing system(s) other than Euroclear Not Applicable
and Clearstream Luxembourg and the
relevant identification number(s):
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
Intended to be held in a manner which Yes
would allow Eurosystem eligibility:
Note that the designation "yes" simply means that
the Senior Notes are intended upon issue to be
deposited with one of the International Central
Securities Depositaries (ICSDs), being Euroclear
and Clearstream, Luxembourg, as common
safekeeper, and does not necessarily mean that the
Senior 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 or all times during their
life. Such recognition will depend upon the ECB
being satisfied that Eurosystem eligibility criteria
have been met.
7.
DISTRIBUTION

(a)
Method of distribution:
Syndicated
(b)
If syndicated, names of Managers:
CaixaBank, S.A.
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
J.P. Morgan SE
Morgan Stanley Europe SE

8

MUFG Securities (Europe) N.V.
NatWest Markets N.V.
RBC Capital Markets (Europe) GMBH
(c)
Date of Subscription Agreement:
18 November 2022
(d)
Stabilisation Manager(s) (if any):
Not Applicable
(e)
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D

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