IBERDROLA, S.A. General Secretary and Secretary to the Board of Directors
Bilbao, 25 September 2014
To the National Securities Market CommissionRe:Issuance of notes in the euromarket and exchange of notes
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, we are pleased to inform you that Iberdrola, S.A. ("Iberdrola"), through its subsidiary Iberdrola International B.V., has closed as of the date hereof an issuance of notes in the euromarket guaranteed by Iberdrola, for an amount of EUR 500 million (the "Notes").
The Notes mature on 8 October 2024, have an annual coupon of 1.875 % and are being issued at a price of 99.181 % of their nominal value.
The issuance of the notes has been managed by Barclays Bank plc and distributed by Barclays Bank plc, Caixabank, S.A., Commerzbank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc.
The Notes, in whole or in part, will be exchanged for some of the notes issued by Iberdrola Finanzas, S.A. Unipersonal and Iberdrola International B.V., with the irrevocable and unconditional guarantee of Iberdrola, set out below, which Barclays Bank plc had acquired as a result of a tender offer made by such entity on the date hereof, in accordance with the terms and conditions set forth in a Tender Offer Memorandum dated 25 September
2014.
• €750,000,000 3.50 % guaranteed notes due 2016 (ISIN Code XS0548801207) (Series 92).
Notes issued by Iberdrola International B.V.• €1,000,000,000 4.50 % guaranteed notes due 2017 (ISIN Code XS0829209195) (Series 101).
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.
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This information is provided to you for the appropriate purposes. Yours faithfully,
The General Secretary and Secretary to the Board of Directors
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.
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IMPORTANT INFORMATION
This communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities. The shares of Iberdrola, S.A. may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.
This communication contains forward-looking information and statements about Iberdrola, S.A., including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Forward-looking statements are statements that are not historical facts and are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates" and similar expressions.
Although Iberdrola, S.A. believes that the expectations reflected in such forward-looking statements are reasonable, investors and holders of Iberdrola, S.A. shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Iberdrola, S.A., that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by Iberdrola, S.A. to the Comisión Nacional del Mercado de Valores.
Forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Iberdrola, S.A. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All oral or written forward-looking statements hereby made or otherwise attributable to Iberdrola, S.A. or any of its members, directors, officers, employees or any persons acting on its behalf are expressly qualified on its entirety by the cautionary statement above. All the forward-looking statements included herein are based on information available to Iberdrola, S.A. on the date hereof. Except as required by applicable law, Iberdrola, S.A. does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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