CIE Automotive : Public offer of shares 1.- (PDF, 37 Kb)

Global Dominion Access, S.A. ("Dominion"), in accordance with the prospectus relating to the offering and admission to listing of the ordinary shares of Dominion approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) on 14 April 2016 (the "Prospectus"), and in compliance with article 228 of the restated text of the Spanish Securities Market Act (Ley del Mercado de Valores), approved by Royal Decree 4/2015, 23 October, announces the following:

At the conclusion of the book-building period of the offering to qualified investors of ordinary shares of Dominion (the "Offering"), on 25 April 2016, Dominion, and JB Capital Markets, S.V., S.A.U. and Société Générale Corporate & Investment Banking (the "Joint Global Coordinators") have agreed to set the offering price at €2.74 per share (the "Offering Price"), which represents an initial market capitalization for Dominion of approximately €450 million.

On the same date, Dominion and the Underwriters (i.e., the Joint Global Coordinators and Banco Santander, S.A., as joint bookrunner) have signed the underwriting agreement relating to the Offering.

As indicated in the prospectus of the Offering, the number of shares being offered in the Offering (54,744,525 ordinary shares representing 33.30% of the share capital of Dominion) may increase by a maximum of 8,211,678 additional shares (representing 15% of the initial offer shares) in the event that the Underwriters, through JB Capital Markets, S.V., S.A.U., as Stabilisation Agent, fully exercise the over-allotment option (green shoe) granted by Dominion.

Commencing on the date on which the shares commence trading on the Spanish Stock Exchanges (expected to be on 27 April 2016), inclusive, and during the following 30 calendar days, the Stabilisation Agent may engage in stabilization transactions in accordance with the Commission Regulation (EC) No 2273/2003, of 22 December 2003, with a view to support the market price of the shares of Dominion, although there is no assurance that such transactions will take place and, if any, they may be discontinued at any time.

For this purpose, JB Capital Markets, S.V., S.A.U., acting on behalf of itself and the Underwriters, has agreed to borrow from CIE Automotive, S.A. a maximum of 8,211,678 shares (representing 15% of the initial offer shares) for their over-allotment in the Offering. This loan may be repaid by delivering shares purchased in the market or shares subscribed under the exercise of the over-allotment option mentioned above. In the event that the loan is decided to be repaid by delivering shares subscribed under the exercise of the over-allotment option, Dominion will proceed to execute the resolutions to increase its share capital in the appropriate amount through the issue of a number of new shares equal to that resulting from the exercise of the option, which will be entirely subscribed for by JB Capital Markets, S.V., S.A.U., acting on behalf of itself and the Underwriters at the Offering Price.

In accordance with the final version of the underwriting agreement, this agreement may be terminated by the Joint Global Coordinators for exceptional reasons (force majeure clause, which is a customary clause in this type of agreement) until the time on which the special stock market transaction relating to the Offering is processed, expected to be in the afternoon of 26 April 2016.

In Bilbao, on 25 April 2016.

This announcement and the information contained herein are not for distribution in or into the United States, Canada, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement is not an offer to sell or a solicitation of any offer to buy any securities of Dominion in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

This announcement does not constitute a prospectus or offering memorandum and nothing herein contains an offering of securities. No one should purchase or subscribe for any ordinary shares of Dominion, except on the basis of the prospectus approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the "CNMV") on 14 April 2016 in connection with the initial public offering of Dominion and the admission to listing of its shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the "Spanish Stock Exchanges") and on the Automated Quotation System of Spanish Stock Exchanges, which is available at the website of the CNMV (www.cnmv.es).

In any European Economic Area member State that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.

Any securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.