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

Transcription

1 8 April 2016 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 and 14, 18 and 31 March 2016, notice is hereby given in respect of, and each of the Issuers draws the attention of the Noteholders to, the relevant facts (hechos relevantes) filed by Abengoa with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) ( CNMV ) on 6 April 2016, copies of which are set out in Annex 1 and Annex 2 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: Ignacio García Alvear 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: Material fact (Hecho relevante) Following the Significant Event announced on 28 March 2016 (official registry number ) by virtue of which the Company announced that it has filed with the Mercantile Court of Seville nº 2 ( Spanish Court ) an application for the judicial approval (homologación judicial) of the standstill agreement (the Standstill Agreement ), the Company informs that on 6 April 2016 the Judge of the Mercantile Court of Seville nº 2 has issued a resolution declaring the judicial approval (homologación judicial) of the Standstill Agreement and extending the effect of the stay of the obligations referred to in the Standstill Agreement until 28 October 2016 (inclusive), to creditors of financial liabilities who have not signed the agreement or have otherwise expressed their disagreement with it. Seville, 6 April 2016

4 Annex 2 ("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: Material fact (Hecho relevante) The Company informs that it has decided to initiate the process for voluntary delisting of its American Depositary Receipts (ADRs) from the NASDAQ Stock Market and deregistration of its Class B shares from the US Securities and Exchange Commission ( SEC ). The ADRs, which correspond to Class B shares, have been listed on the NASDAQ Stock Market since October The listing was part of the Company s efforts to increase international ownership of s share capital. The Spanish Stock Exchange has been the primary trading market for the Company s shares since 1996 and has accounted for over 97% of the average monthly trading volume of the Class B shares since October The Company believes that the administrative burdens and costs associated with being a U.S. listed company and meeting SEC regulatory requirements have significantly increased in the past few years. The Company believes that these administrative burdens and associated costs substantially outweigh the benefits derived from the listing of its ADRs on the NASDAQ Stock Market and the Company s registration with the SEC. This is consistent with the restructuring of indebtedness and recapitalization of the Abengoa group that the Company is currently negotiating with its financial creditors pursuant to its business plan and financial restructuring proposal presented on March 16, Today, April 6, 2016, the Judge of the Mercantile Court of Seville has issued a resolution declaring the judicial approval of the Standstill Agreement. As part of this recapitalization process, it is envisaged that the Company s current dual class share structure will be combined into a single class of shares that will continue to be listed on the Spanish Stock Exchanges. Accordingly, the Board of Directors of believes that the delisting of its ADRs from the NASDAQ Stock Market and deregistration of its Class B shares from the SEC at this point in time is in the best interests of the Company and all of its stakeholders and intends to commence the delisting and deregistration process immediately. The Company has not arranged for listing or registration on another U.S. national securities exchange or for quotation of the relevant security in a quotation medium. The delisting and deregistering process is expected to be completed during the third quarter of As a result, will no longer be obligated to submit certain reports and forms to the SEC, including annual reports on Form 20-F and reports on Form 6-K. In connection with the delisting, intends to terminate its ADR program in accordance with the provisions of its deposit agreement with Citibank, N.A., the ADR depositary. Following the delisting of the ADRs from the NASDAQ Stock Market, all trading in shares will be completed through the Spanish Stock Exchange. s financial reports and press releases will continue to be made available in English on the Company s website ( The Company remains committed to engaging with the U.S. investment community through continued open dialogue and regular investor roadshows. Seville, 6 April 2016

5 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 continue working on the grounds of the essential principles agreed with a certain group of its principal financial creditors (as announced by the Company in its regulatory announcements (hechos relevantes) published through the CNMV on 10 and 16 March 2016), in order to reach an agreement on the terms and conditions of the restructuring as soon as possible so that they may execute the relevant restructuring agreements at that point. 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

6 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.