NOTICE TO HOLDERS OF NOTES. Notice to holders of the outstanding:

Transcription

1 18 January 2017 NOTICE TO HOLDERS OF NOTES Notice to holders of the outstanding: ( Abengoa ) 250,000, per cent. Senior Unsecured Convertible Notes due 2017 (ISIN: XS ) 400,000, per cent. Senior Unsecured Convertible Notes due 2019 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: XS ) U.S.$279,000, per cent. Exchangeable Notes due 2017 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: US00289RAD44) 500,000, per cent. Notes due 2016 (ISIN: XS ) ( Abengoa Finance ) $650,000, % Senior Notes due 2017 (Regulation S Notes ISIN: USE0002VAC84; Rule 144A Notes ISIN: US00289RAA05) 550,000, % Senior Notes due 2018 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: XS ) Abengoa Greenfield, S.A. ( Abengoa Greenfield and, together with Abengoa and Abengoa Finance, the Issuers ) 265,000, % Senior Notes due 2019 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: XS ) Abengoa Greenfield, S.A. $300,000, % Senior Notes due 2019 (Regulation S Notes ISIN: USE00020AA01; Rule 144A Notes ISIN: US00289WAA99) $450,000, % Senior Notes due 2020 (Regulation S Notes ISIN: USE0000TAE13; Rule 144A Notes ISIN: US00289VAB99) 375,000, % Senior Notes due 2020 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: XS ) 500,000, % Senior Notes due 2021 (Regulation S Notes ISIN: XS ; Rule 144A Notes ISIN: XS ) (collectively, the Notes and the respective holders thereof, collectively, the Noteholders )

2 Further to the notices given on 26 and 30 November 2015, 22 and 29 December 2015, 14, 18 and 31 March 2016, 8 April 2016, 4 and 6 May 2016, 3 June 2016, 26 September 2016, 9 November 2016 and 21 December 2016, notice is hereby given in respect of, and each of the Issuers draws the attention of the Noteholders to, the relevant fact (hecho relevante) filed by Abengoa with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) ( CNMV ) on 17 January 2017, a copy of which is set out in Annex 1 to this Notice, and the matters described therein. For the purposes of engagement by a committee of noteholders regarding the matters referred to herein, communications should be directed to: Paseo de la Castellana , Madrid Spain Telephone: Attention: Irene Sanchez Aizpurua and Izaskun Artucha Corta ir@abengoa.com

3 Annex 1 ( Abengoa or the Company ), pursuant to article 228 of the Restated Securities Market Act approved by Royal Legislative Decree 4/2015, of 23 October (el Texto Refundido de la Ley del Mercado de Valores, aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), informs the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) of the following: Significant Event Following the Significant Event published on 24 September 2016 (official registry number ) pursuant to which the Company announced the execution of the restructuring agreement dated 24 September 2016, entered into by, among others, Abengoa, certain companies within its group as Original Obligors and certain creditors as Original Participating Creditors and Original Intragroup Creditors (the Restructuring Agreement ), the Company informs that on 17 January 2017, Global Loan Agency Services Limited, as Restructuring Agent, notified the parties to the Restructuring Agreement in writing and in accordance with the Restructuring Agreement that it had received all of the documents or evidence listed in Schedule 5 of the Restructuring Agreement, in form and substance satisfactory to the Restructuring Committee and the NM1 Committee, thereby making 17 January 2017 the restructuring effective date (the Restructuring Effective Date ). Following the occurrence of the Restructuring Effective Date on 17 January 2017, the Company will be providing a supplemental restructuring accession and securities crediting notice, dated 18 January 2017 (the Supplemental Restructuring Accession and Securities Crediting Notice ), to its Existing Creditors in connection with the Restructuring Agreement to provide guidance on: (1) accession to the Restructuring Agreement during the Supplemental Accession Period for Existing Creditors which are not Beneficial Owners of the Existing Notes ( Existing Non- Noteholders ); (2) accession to the Restructuring Agreement during the Supplemental Accession Period for Existing Creditors that are Beneficial Owners of the Existing Notes ( Existing Noteholders ); (3) the power of attorney required to be provided by Consenting Existing Creditors which are or will become New Money Funding Providers (with the exception of the NM1 Anchor Funders), in respect of the signing of the Restructuring Documents; and (4) required procedures in connection with the crediting of post-restructuring entitlements due in connection with the Restructuring Agreement. The Supplemental Restructuring Accession and Securities Crediting Notice is comprised of two parts: Part 1 is comprised of the supplemental restructuring accession notice (the Supplemental Restructuring Accession Notice ), whereby the Company provides guidance on how eligible Existing Creditors may accede to the Restructuring Agreement during the Supplemental Accession Period. All of the necessary and applicable actions contained in the Supplemental Restructuring Accession Notice must be completed by 5:00 pm (London Time) on 24 January 2017 for Existing Noteholders and 6:30 pm (London Time) on 24 January 2017 for Existing Non- Noteholders (the Supplemental Accession Period Expiration Time ) in order to successfully accede to the Restructuring Agreement during the Supplemental Accession Period: (i) Instructions to Eligible Existing Non-Noteholders: As further detailed in the Supplemental Restructuring Accession Notice, eligible Existing Non-Noteholders must deliver a duly completed and valid Non-Noteholder Accession Letter (attached as

4 (ii) Schedule 2 to such notice) to the Restructuring Agent (tmg@glas.agency) before the Supplemental Accession Period Expiration Time. Instructions to Eligible Existing Noteholders: As further detailed in the Supplemental Restructuring Accession Notice, eligible Existing Noteholders must: 1) arrange for submission of Electronic Instructions, in the case of EC/CS Notes, or a Form of Sub-Proxy (attached as Schedule 4 to such notice), in the case of DTC Notes, to the Tabulation Agent and 2) deliver a duly completed and valid Noteholder Accession Letter (attached as Schedule 5 to such notice) to the Restructuring Agent (tmg@glas.agency) before the Supplemental Accession Period Expiration Time. Part 2 is comprised of the securities crediting notice (the Securities Crediting Notice ), whereby the Company requests that certain Consenting Existing Creditors provide Securities Crediting Information no later than the Participation Deadline, which is 5:00 pm (London Time) on 25 January Although it is extremely important that all Existing Creditors read and consider carefully the contents of Part 2, the Company notes that the following groups must take the following actions before the Participation Deadline in response to this Part 2: (i) (ii) (iii) Instructions to New Money Funding Providers (with the exception of the NM1 Anchor Funders): As further detailed in the Securities Crediting Notice, Existing Creditors in this group must return a duly completed and validly executed power of attorney (attached as Schedule 6 to such notice) to the Restructuring Agent (tmg@glas.agency) before the Participation Deadline. Instructions to Existing Noteholders that have acceded to the Restructuring Agreement in respect of their DTC Notes: As further detailed in the Securities Crediting Notice, Existing Creditors in this group must (1) transfer their positions held in DTC into an existing EC/CS securities account and (2) arrange for instruction and blocking of such Notes, in both cases before the Participation Deadline and in accordance with the Securities Crediting Notice. Instructions to Existing Non-Noteholders that have acceded to the Restructuring Agreement: As further detailed in the Securities Crediting Notice, Existing Creditors in this group must return a duly completed and valid Securities Crediting Information Form (attached as Schedule 7 to such notice) to the Information Agent before the Participation Deadline, including as applicable, providing of Euroclear, Clearstream and/or Iberclear account information and KYC information. The Company would like to note that Existing Creditors that intend to accede to the Restructuring Agreement during the Supplemental Accession Period and are eligible to do so must complete all of the applicable actions set out in the Supplemental Restructuring Accession Notice by the Supplemental Accession Period Expiration Time as well as all of the applicable actions contained in the Securities Crediting Notice by the Participation Deadline.

5 Indicative Timetable Event Date Description of Event Launch of Supplemental Restructuring Accession and Securities Crediting Notice 18 January 2017 Supplemental Restructuring Accession and Securities Crediting Notice made available to Existing Creditors via the Information Agent Supplemental Accession Period Expiration Time Participation Deadline 5:00 p.m. (London Time), in respect of Existing Noteholders, and 6:30 p.m. (London Time), in respect of Existing Non-Noteholders, in both cases on 24 January :00 p.m. (London time) on 25 January 2017 (free of charge). Time at which all of the necessary and applicable actions contained in the Supplemental Restructuring Accession Notice must be completed in order to accede to the Restructuring Agreement during the Supplemental Accession Period. Time at which all of the necessary and applicable actions contained in the Securities Crediting Notice must be completed, including where applicable, the providing of Securities Crediting Information to the Information Agent. Any questions in relation to this notice or procedures in connection with the Restructuring generally may be directed to the Information Agent: Lucid Issuer Services, Tankerton Works, 12 Argyle Walk, London, WC1H 8HA Website: For information by telephone: +44 (0) Attention: Paul Kamminga / Victor Parzyjagla. For any clarifications regarding this notice you can also contact the Company: For Noteholders: ir@abengoa.com phone: , ask for the Investor Relations team, For Non-Noteholders: rpbanks_insurance@abengoa.com phone: , ask for the Banking/Financial team Seville, January 17, 2017

6 Forward-looking statements This communication contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) and information relating to Abengoa that are based on the beliefs of its management as well as assumptions made and information currently available to Abengoa. Forward-looking statements are generally identifiable by the use of the words may, will, should, plan, expect, anticipate, estimate, believe, intend, project, goal or target or the negative of these words or other variations on these words or comparable terminology and include the statements above with respect to the Company s intention to pursue its obligations pursuant to the Restructuring Agreement entered into on 24 September 2016 and referred to in the Company s regulatory announcement (hecho relevante) published through the CNMV on 24 September In particular, this communication contains financial plans and projections for various future periods and as of future dates. Such statements reflect the current views of Abengoa with respect to future events and are subject to risks, uncertainties and assumptions about Abengoa and its subsidiaries and investments, including, among other things, the development of Abengoa s business, trends in its operating industry, and future capital expenditures. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-looking statements may not occur. None of the future projections, expectations, estimates or prospects in this communication should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in this communication. Many factors could cause the actual results, performance or achievements of Abengoa to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: Abengoa s substantial short- and medium-term liquidity requirements; Abengoa s inability to complete its enhanced asset disposal plan by the end of 2016; Abengoa s inability to realize the anticipated strategic and financial benefits from its joint venture with EIG; Abengoa s substantial indebtedness; Abengoa s ability to generate cash to service its indebtedness; changes in general economic, political, governmental and business conditions globally and in the countries in which Abengoa does business; changes in interest rates; changes in inflation rates; changes in prices; decreases in government expenditure budgets and reductions in government subsidies; changes to national and international laws and policies that support renewable energy sources; inability to improve competitiveness of Abengoa s renewable energy services and products; decline in public acceptance of renewable energy sources; legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation; Abengoa s substantial capital expenditure and research and development requirements; management of exposure to credit, interest rate, exchange rate and commodity price risks; the termination or revocation of Abengoa s operations conducted pursuant to concessions; reliance on third-party contractors and suppliers; acquisitions or investments in joint ventures with third parties; unexpected adjustments and cancellations of Abengoa s backlog of unfilled orders; inability to obtain new sites and expand existing ones; failure to maintain safe work environments; effects of catastrophes, natural disasters, adverse weather conditions, unexpected geological or other physical conditions, or criminal or terrorist acts at one or more of Abengoa s plants; insufficient insurance coverage and increases in insurance cost; loss of senior management and key personnel; unauthorized use of Abengoa s intellectual property and claims of infringement by Abengoa of others intellectual property; and changes in business strategy. The risk factors and other key factors that Abengoa

7 has indicated in its past and future filings and reports, including those with the U.S. Securities and Exchange Commission, could adversely affect Abengoa s business and financial performance. Abengoa undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, new events or any other type of development. This communication does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.