IBERDROLA, S.A. To the National Securities Market Commission
General Secretary and Secretary to the Board of Directors
Bilbao, 6 November 2015
Dear Sirs,
Pursuant to article 82 of Law 24/1988, of July 28, on the Securities Market (Ley 24/1988, de 28 de julio, del Mercado de Valores) and related provisions, and further to the notice of significant event dated today (with official registry number 230680), we hereby inform you that Iberdrola International B.V. (the 'Issuer')1 has placed
an issuance in the Euromarket of equity-linked bonds to the shares of Iberdrola, S.A. for an amount of EUR 500 million (the 'Bonds' and 'Iberdrola', respectively).
The Bonds mature on 11 November 2022, will bear an annual interest of 0 % and are being issued at a price of 100 % of their face value. The payment obligations of the Issuer under the Bonds will be unconditionally and irrevocably guaranteed by Iberdrola.
The issuance of the Bonds was managed by Barclays Bank PLC (as sole Global Coordinator and Joint Boorkrunner) and by Banco Bilbao Vizcaya Argentaria, S.A. and Crédit Agricole Corporate and Investment Bank (as Joint Bookrunners).
The Bonds have an embedded option, which can be exercised by their holders from 12 July 2022 to 3 October 2022, entitling them to receive a cash payment determined by the evolution of the market price of Iberdrola shares. Neither new shares of Iberdrola nor of any of the companies of its group will be issued in connection with the redemption of the Bonds at maturity.
The reference price of the Iberdrola shares for the purposes of this option will be determined by applying a 35 % premium over the arithmetical mean of the volume-weighted average price of the shares of Iberdrola on the Spanish Stock Exchanges over a reference period of ten consecutive trading days, beginning on and including 9 November 2015, and will be announced by Iberdrola on or around 20 November 2015.
Concurrently with the issuance of the Bonds, Iberdrola Financiación, S.A. (Sociedad Unipersonal)2has purchased from Barclays Bank PLC cash-settled call options to hedge the exposure of the Issuer to any cash amounts payable in connection with the exercise of the option by the holders of the Bonds. Barclays Bank PLC has informed Iberdrola that Barclays Bank PLC and/or its affiliates anticipate entering into transactions to hedge their exposure under such call options, including transactions to be conducted during the averaging period for the determination of the reference share price.
1 A wholly owned subsidiary of Iberdrola, S.A.
2 A wholly owned subsidiary of Iberdrola, S.A.
NOTICE: This document is a translation of a duly approved Spanish-language document, and is provided for informational purposes only. In the event of any discrepancy between the text of this translation and the text of the original Spanish-language document which this translation is intended to reflect, the text of the original Spanish-language document shall prevail.
Take care of the environment.
Printed in black and white and only if necessary
This information is provided to you for the appropriate purposes. Yours faithfully,
General Secretary and Secretary to the Board of Directors
This announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this announcement in whole or in part is unauthorised. Failure to comply with this directive may result in violation of the United States Securities Act of 1933, as amended (the 'Securities Act') or the applicable laws of any such other jurisdiction.
This announcement is not an offer of securities for sale in the United States of America. The securities to which this announcement relates have not been registered under the Securities Act and may not be offered or sold in the United States of America or to, or for the account or benefit of, persons of the United States of America, absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
In the United Kingdom, this announcement is only being distributed to and is only directed at: (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended; and (ii) any other persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as 'Relevant Persons'). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this notification or any of its contents.
This document is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC as amended (the 'Prospectus Directive') as implemented in each member state of the European Economic Area (the 'Member States'). In Member States, this announcement is directed only at persons who are 'qualified investors' within the meaning of article 2(1)(e) of the Prospectus Directive.
No action has been or will be taken by Iberdrola International B.V., Iberdrola, S.A. or any of their respective affiliates or any other person that would permit a public offering of the securities referred to herein, or possession or distribution of any offering document in relation thereto, in any jurisdiction where action for the purpose is required.
This announcement has been prepared solely for information purposes and is not an offer (or a solicitation of an offer) to buy or sell the Bonds or any shares.
This announcement may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'expects', 'intends', 'may' or 'will', in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Iberdrola International B.V. and Iberdrola, S.A.'s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business. These risks, uncertainties and assumptions include those discussed or identified in the public documents sent by Iberdrola, S.A. to the Comisión Nacional del Mercado de Valores. Iberdrola International B.V. and Iberdrola, S.A. and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this document whether as a result of new information, future developments or otherwise.
|
distributed by
|
