ACCIONA today announced the placement and pricing of €325 million in senior unsecured convertible bonds due 2019 bearing a fixed interest rate of 3.00% per annum, payable semi-annually in arrears.
The initial size of the issue may be increased to a maximum of €375 million in the event of exercise by the Joint Bookrunners of an over-allotment option granted by the Company exercisable, at their discretion, no later than 27 January 2014.
The conversion price at which the Bonds will be convertible into new and / or existing ordinary shares of ACCIONA will be €63,02 per Share, implying a premium of 32.5% over the reference price, determined as the volume weighted average price of the Shares during the period between the announcement of the issue and the final determination of conditions by ACCIONA. The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds. The Bonds will be issued at 100% of their principal amount and, unless previously converted, redeemed or purchased and cancelled, are expected to mature on 30 January 2019.
ACCIONA approved the definitive terms of the issue following completion of the accelerated bookbuilding process carried out by the joint bookrunners HSBC Bank Plc, CréditAgricole Corporate and Investment Bank, SociétéGéneraleCorporate & Investment Banking and The Royal Bank of Scotland plc, together with the entities Banco Bilbao Vizcaya Argentaria S.A., Caixabank, S.A. and Banco Santander S.A., as co-lead managers (together with the Joint Bookrunners, the "Subscribers")
Settlement and delivery of the Bonds is expected to take place on 30 January 2014.
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.