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ACCIONA announces the launch of senior unsecured convertible bonds for an amount of up to €450 million

16/01/2014

The bonds will have a 5-year maturity, bearing a fixed rate of interest expected to be between 2.25% and 3.00%, payable semi-annually in arrear, and a conversion premium between 32.5% and 37.5%.

ACCIONA intends to use the net proceeds of the offering to extend its debt maturity profile, enhance liquidity, reduce average cost of debt and to diversify its funding sources.

The Company has appointed HSBC Bank plc as sole Global Coordinator and Joint Bookrunner and Crédit Agricole Corporate and Investment Bank, Société Générale Corporate & Investment Banking and The Royal Bank of Scotland plc as Joint Bookrunners.

ACCIONA is launching an offering (the "Offering") of senior unsecured convertible bonds due 2019 (the "Bonds") for an initial amount of €325 million, with an increase option of €75 million, to be exercised between launch and pricing, and a further overallotment option granted to the Joint Bookrunners of €50 million exercisable no later than three business days prior to the Closing Date (as defined below), resulting in a potential maximal issue amount of up to €450 million. The Bonds will be issued at 100% of their principal amount. They will have a denomination of €100,000 and, unless previously converted, redeemed or purchased and cancelled, are expected to mature at 100% of their principal amount on 30 January 2019.

The Bonds are convertible into new and/or existing ordinary shares of the Company (the "Shares"). It is expected that the Bonds' conversion price will be set at a premium of between 32.5 - 37.5% above the reference price, determined as the volume weighted average price of the Shares between opening of trading on the date of launch and pricing. The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds.

The Bonds are expected to bear a fixed rate of interest between 2.25 - 3.00%, payable semi-annually in arrear. Final terms of the Bonds (subject to exercise of the over-allotment option) are expected to be announced later today and settlement is expected to be on or about 30 January 2014 (the "Closing Date"). 

The Company will have the option to redeem all Bonds not redeemed or converted and still outstanding at their principal amount (together with accrued interest) on or after 20 February 2017 (3 years + 21 days) if the volume weighted average price of the Shares per Bond for a specified period exceeds €130,000, or if, at any time, less than 15% of the Bonds originally issued remain outstanding. The Company intends to request admission to trading of the Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange prior to the first interest payment date of the Bonds.

Net proceeds of the offering will be used by the Company for general corporate purposes, consistent with its strategy of extending the maturity profile of its debt, enhancing liquidity, reducing average cost of debt and diversifying its funding sources. 

The Company has appointed HSBC Bank plc as sole Global Coordinator and Joint Bookrunner and Crédit Agricole Corporate and Investment Bank, Société Générale Corporate & Investment Banking and The Royal Bank of Scotland plc as Joint Bookrunners.

The Board of Directors, on the basis of the authorisation granted by a resolution of its Ordinary General Shareholders' Meeting, approved the offering yesterday, together with an increase in share capital in the amount required to enable holders of the convertible bonds to convert them into newly issued shares. Existing shareholders will not be entitled to exercise any pre-emptive subscription rights with respect to any capital increase resulting from conversion of the Bonds.

IMPORTANT INFORMATION

This document is not for distribution, directly or indirectly in or into the United States of America (as defined in regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"). This document is not an offer to sell securities or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities described herein have not been and will not be registered in the United States of America under the Securities Act, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the Securities Act. There will be no public offer of such securities in the United States of America or in any other jurisdiction.

The communication of this document as a financial promotion is only being made to those persons falling within Article 12, Article 19(5) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or to other persons to whom this document may otherwise be distributed without contravention of section 21 of the Financial Services and Markets Act 2000, or any person to whom it may otherwise lawfully be made. This communication is being directed only at persons having professional experience in matters relating to investments and any investment or investment activity to which this communication relates will be engaged in only with such persons. No other person should rely on it. This document is not intended for distribution to and must not be passed on to any retail investor.

No action has been made or will be taken that would permit a public offering of any securities described herein in any jurisdiction in which action for that purpose is required. No offers, sales, resales or delivery of any securities described herein or distribution of any offering material relating to any such securities may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Company or the Joint Bookrunners or any of their respective affiliates.

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