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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atlantica Sustainable Infrastructure PLC | NASDAQ:AY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.69 | 3.22% | 22.10 | 22.01 | 22.22 | 22.32 | 21.42 | 21.60 | 1,673,555 | 22:37:36 |
|
| |
Per
Ordinary
Share
|
| |
Total
|
Offering price
|
| |
$
|
| |
$
|
Underwriting discounts and commissions(1)
|
| |
$
|
| |
$
|
Proceeds to us, before expenses
|
| |
$
|
| |
$
|
(1)
|
See “Underwriting” beginning on page S-17 of this prospectus supplement for additional information regarding total underwriting compensation.
|
CIBC Capital Markets
|
| |
MUFG
|
•
|
the condition of the debt and equity capital markets and our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;
|
•
|
the ability of our counterparties, including Petróleos Mexicanos (“Pemex”) and PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company (collectively, “PG&E”), to satisfy their financial commitments or business obligations and our ability to seek new counterparties in a competitive market;
|
•
|
government regulation, including compliance with regulatory and permit requirements and changes in tax laws, market rules, rates, tariffs, environmental laws and policies affecting renewable energy;
|
•
|
changes in tax laws and regulations;
|
•
|
risks relating to our activities in areas subject to economic, social and political uncertainties;
|
•
|
our ability to finance and consummate new acquisitions on favorable terms or to close outstanding acquisitions, including Pemex Transportation System;
|
•
|
risks relating to new assets and businesses which have a higher risk profile and our ability to transition these successfully;
|
•
|
potential environmental liabilities and the cost and conditions of compliance with applicable environmental laws and regulations;
|
•
|
risks related to our reliance on third-party contractors or suppliers;
|
•
|
risks related to our ability to maintain appropriate insurance over our assets;
|
•
|
risks related to our exposure in the labor market;
|
•
|
potential issues arising with our operators’ employees including disagreement with employees’ unions and subcontractors;
|
•
|
risks related to extreme weather events related to climate change could damage our assets or result in significant liabilities and cause an increase in our operation and maintenance costs;
|
•
|
the effects of litigation and other legal proceedings (including bankruptcy) against us and our subsidiaries;
|
•
|
price fluctuations, revocation and termination provisions in our off-take agreements and power purchase agreements;
|
•
|
our electricity generation, our projections thereof and factors affecting production, including weather conditions, energy regulation, availability and curtailment and factors related to the COVID-19 outbreak;
|
•
|
risks related to our relationship with Abengoa S.A., our former largest shareholder and currently one of our operation and maintenance suppliers, including bankruptcy;
|
•
|
risks related to our relationship with our shareholders;
|
•
|
our substantial short-term and long-term indebtedness, including additional debt in the future;
|
•
|
potential impact of the COVID-19 outbreak on our business, financial condition, results of operations and cash flows
|
•
|
reputational and financial damage caused by our off-taker PG&E and Pemex; and
|
•
|
other factors including those discussed under “Risk Factors” in our most recent Annual Report on Form 20-F and in our 2020 Q3 Report on Form 6-K.
|
(1)
|
The number of shares of our ordinary shares that will be outstanding after this offering is based on 101,601,662 ordinary shares outstanding as of September 30, 2020 and excludes:
|
•
|
the ordinary shares that may be issued in exchange for preference shares of Atlantica Sustainable Infrastructure Jersey Limited upon the noteholders’ exercise of their exchange rights under the green exchangeable senior notes issued by Atlantica Sustainable Infrastructure Jersey Limited on July 17, 2020, at an initial exchange rate of 29.1070 ordinary shares of the Company, $0.10 par value per share, per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $34.36 per ordinary share of the Company) (the “Green Exchangeable Notes”).
|
•
|
the ordinary shares that may be issued under our existing 2020 and 2019 long-term incentive plans (the “Long-Term Incentive Plans”), which must not exceed 2% of the outstanding ordinary shares of the Company at the time the stock options or restricted stock units are awarded.
|
•
|
on an actual basis;
|
•
|
on an as adjusted basis (i) to give effect to the sale of ordinary shares in this offering at a public offering price of $ per ordinary share and (ii) to give effect to the sale of ordinary shares to Algonquin, at the same price of $ per ordinary share (assuming in each case no exercise of the underwriters’ overallotment option), assuming net proceeds, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, are temporarily held as cash until they are used as set forth under “Use of Proceeds”.
|
|
| |
As of September 30, 2020
|
|||||||||
($ in thousands)
|
| |
Historical
|
| |
Adjustment
for the First
subscription
amount
|
| |
Adjustment
for the Second
subscription
amount
|
| |
As
Adjusted
|
Cash:
|
| |
|
| |
|
| |
|
| |
|
Corporate Cash and Cash Equivalents
|
| |
186,646
|
| |
|
| |
|
| |
|
Project Cash and Cash Equivalents(1)
|
| |
602,249
|
| |
—
|
| |
—
|
| |
602,249
|
Consolidated Cash and Cash Equivalents
|
| |
788,895
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Debt:
|
| |
|
| |
|
| |
|
| |
|
Corporate Debt:
|
| |
|
| |
|
| |
|
| |
|
2020 Green Private Placement(2)
|
| |
336,761
|
| |
—
|
| |
—
|
| |
336,761
|
2019 Note Issuance Facility
|
| |
326,385
|
| |
—
|
| |
—
|
| |
326,385
|
2020 Note Issuance Facility
|
| |
159,934
|
| |
—
|
| |
—
|
| |
159,934
|
Green Exchangeable Notes(3)
|
| |
103,067
|
| |
—
|
| |
—
|
| |
103,067
|
Revolving Credit Facility(4)
|
| |
—
|
| |
—
|
| |
—
|
| |
0
|
Other Corporate Debt
|
| |
33,534
|
| |
—
|
| |
—
|
| |
33,534
|
Corporate Debt (long and short-term):
|
| |
959,681
|
| |
—
|
| |
—
|
| |
959,681
|
Non-recourse Project Debt (long and short-term)
|
| |
5,281,174
|
| |
—
|
| |
—
|
| |
5,281,174
|
Total Consolidated Debt
|
| |
6,240,855
|
| |
—
|
| |
—
|
| |
6,240,855
|
|
| |
|
| |
|
| |
|
| |
|
Equity:
|
| |
|
| |
|
| |
|
| |
|
Share capital
|
| |
10,160
|
| |
|
| |
|
| |
|
Parent company reserves
|
| |
1,774,813
|
| |
|
| |
|
| |
|
Other reserves
|
| |
81,503
|
| |
—
|
| |
—
|
| |
|
Accumulated currency translation differences
|
| |
(103,590)
|
| |
—
|
| |
—
|
| |
(103,590)
|
Accumulated deficit
|
| |
(324,248)
|
| |
—
|
| |
—
|
| |
(324,248)
|
Total Stockholders’ Equity
|
| |
1,438,638
|
| |
|
| |
|
| |
|
Non-controlling interest
|
| |
203,409
|
| |
—
|
| |
—
|
| |
203,409
|
Total Equity
|
| |
1,642,047
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
Total Capitalization
|
| |
7,882,902
|
| |
|
| |
|
| |
|
(1)
|
Includes $318,900 of restricted cash, which is cash generally restricted due to requirements of project finance lenders.
|
(2)
|
Secured Green Private Placement dated April 1, 2020, due in 2026.
|
(3)
|
Senior unsecured notes dated July 17, 2020, due 2025, exchangeable into ordinary shares of Atlantica, cash, or a combination of both, at Atlantica’s election.
|
(4)
|
There was no amount drawn down from our Revolving Credit Facility (“RCF”) as of September 30, 2020. Total RCF limit of $425 million was available.
|
•
|
the ordinary shares that may be issued in exchange for preference shares of Atlantica Sustainable Infrastructure Jersey Limited upon the noteholders’ exercise of their exchange rights under the Green Exchangeable Notes.
|
•
|
the ordinary shares that may be issued under Long-Term Incentive Plans.
|
Offering price per ordinary share
|
| |
$
|
Net tangible book value per ordinary share as of September 30, 2020
|
| |
$14.16
|
Increase in Net tangible book value per ordinary share attributable to purchasers purchasing ordinary shares in this offering
|
| |
$
|
As adjusted net tangible book value per ordinary share
|
| |
$
|
Dilution per ordinary share to purchasers in this offering
|
| |
$
|
•
|
are a “U.S. Holder” (as defined in the section below entitled “U.S. Federal Income Tax Considerations”);
|
•
|
hold our shares as an investment for tax purposes;
|
•
|
are the absolute beneficial owner of our shares for UK tax purposes; and
|
•
|
if you are an individual, you are not resident in the UK for UK tax purposes and do not hold our shares for the purposes of a trade, profession, or vocation that you carry on in the UK through a branch or agency, or if you are a corporation, you are not resident in the UK for UK tax purposes and do not hold the securities for the purpose of a trade carried on in the UK through a permanent establishment in the UK.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or entity or arrangement treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income tax regardless of the source thereof; or
|
•
|
a trust if (1) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.
|
Underwriters
|
| |
Number of
Ordinary Shares
|
BofA Securities, Inc.
|
| |
|
CIBC World Markets Corp.
|
| |
|
MUFG Securities Americas Inc.
|
| |
|
Total
|
| |
|
|
| |
Per
Ordinary
Share
|
| |
Without
Option
|
| |
With
Option
|
Offering price
|
| |
$
|
| |
$
|
| |
$
|
Underwriting discounts
|
| |
$
|
| |
$
|
| |
$
|
Proceeds to us, before expenses
|
| |
$
|
| |
$
|
| |
$
|
•
|
offer, pledge, sell or contract to sell ordinary shares,
|
•
|
sell any option or contract to purchase ordinary shares,
|
•
|
purchase any option or contract to sell ordinary shares,
|
•
|
grant any option, right or warrant for the sale of ordinary shares,
|
•
|
lend or otherwise dispose of or transfer any ordinary shares,
|
•
|
request or demand that we file a registration statement related to the ordinary shares, or
|
•
|
enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.
|
a.
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
b.
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of representative for any such offer; or
|
c.
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(a)
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(b)
|
where no consideration is or will be given for the transfer;
|
(c)
|
where the transfer is by operation of law; or
|
(d)
|
as specified in Section 276(7) of the SFA.
|
•
|
our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on February 28, 2020 (File No. 001-36487);
|
•
|
our Reports on Form 6-K, as filed with the SEC (File No. 001-36487) on March 23, 2020 (conclusion of strategic review), April 22, 2020 (notice of AGM), April 30, 2020 (changes to board), May 6, 2020 (preliminary results of AGM), May 13, 2020 (final results of AGM), October 9, 2020 (changes to board), November 6, 2020 (quarterly press release) and November 6, 2020 (changes to board committees);
|
•
|
our Reports on Form 6-K filed with the SEC (File No. 001-36487) on November 6, 2020 (the “2020 Q3 Report”) containing the unaudited consolidated condensed interim financial statements of the Company and its consolidated subsidiaries as of September 30, 2020 and December 31, 2019 and for the nine-month periods ended September 30, 2020 and 2019, and the related investor presentation; and
|
•
|
the description of our share capital contained in the registration statement on Form F-1 of the Company filed with the SEC (File No. 333-200848) on January 12, 2015 and any amendment or reports filed for the purpose of updating such description.
|
•
|
our Annual Report on Form 20-F for the fiscal year ended December 31, 2017, as filed with the SEC on March 7, 2018 (File No. 001-36487);
|
•
|
our Reports on Form 6-K, as filed with the SEC (File No. 001-36487) on March 12, 2018, April 17, 2018 and May 21, 2018;
|
•
|
our Report on Form 6-K filed with the SEC (File No. 001-36487) on August 6 (the “2018 Half-Year Report”) containing the unaudited condensed interim financial report of the Company and its consolidated subsidiaries as of December 31, 2017 and June 30, 2018 and for the six-month period ended June 30, 2018 and 2017; and
|
•
|
the description of our share capital contained in the registration statement on Form F-1 of Atlantica Yield filed with the SEC (File No. 333-200848) on January 12, 2015 and any amendment or reports filed for the purpose of updating such description.
|
•
|
Difficult conditions in the global economy and in the global market and uncertainties in emerging markets where we have international operations;
|
•
|
Changes in government regulations providing incentives and subsidies for renewable energy, decreases in government expenditure budgets, reductions in government subsidies or other adverse changes in laws and regulations affecting our businesses and growth plan, including reduction of our revenues in Spain, which are mainly defined by regulation through parameters that could be reviewed at the end of each regulatory period;
|
•
|
Our ability to acquire solar projects due to the potential increase of the cost of solar panels;
|
•
|
Political, social and macroeconomic risks relating to the United Kingdom’s exit from the European Union;
|
•
|
Changes in general economic, political, governmental and business conditions globally and in the countries in which we do business;
|
•
|
Challenges in achieving growth and making acquisitions due to our dividend policy;
|
•
|
Inability to identify and/or consummate future acquisitions, under the AAGES ROFO Agreement, the Abengoa ROFO Agreement or otherwise from third parties or from potential new partners, including as a result of not being able to find acquisition opportunities on favorable terms or at all;
|
•
|
Our ability to close acquisitions under our ROFO agreements with AAGES, Algonquin, Abengoa and others due to, among other things, not being offered assets that fit our portfolio, not reaching agreements on prices or, in the case of the Abengoa ROFO Agreement, the risk of Abengoa selling assets before they reach COD;
|
•
|
Our ability to identify and reach an agreement with new sponsors or partners similar to the ROFO agreements with AAGES, Algonquin or Abengoa;
|
•
|
Legal challenges to regulations, subsidies and incentives that support renewable energy sources; extensive governmental regulation in a number of different jurisdictions, including stringent environmental regulation;
|
•
|
Increases in the cost of energy and gas, which could increase our operating costs;
|
•
|
Counterparty credit risk and failure of counterparties to our offtake agreements to fulfill their obligations;
|
•
|
Inability to enter into new offtaker agreements or replace expiring or terminated offtake agreements with similar agreements;
|
•
|
New technology or changes in industry standards;
|
•
|
Inability to manage exposure to credit, interest rates, foreign currency exchange rates, supply and commodity price risks;
|
•
|
Reliance on third-party contractors and suppliers;
|
•
|
Risks associated with acquisitions and investments;
|
•
|
Deviations from our investment criteria for future acquisitions and investments;
|
•
|
Failure to maintain safe work environments;
|
•
|
Effects of catastrophes, natural disasters, adverse weather conditions, climate change, unexpected geological or other physical conditions, criminal or terrorist acts or cyber-attacks at one or more of our plants;
|
•
|
Insufficient insurance coverage and increases in insurance cost;
|
•
|
Litigation and other legal proceedings, including claims due to Abengoa’s restructuring process;
|
•
|
Reputational risk, including potential damage caused to us by Abengoa’s reputation;
|
•
|
The loss of one or more of our executive officers;
|
•
|
Failure of information technology on which we rely to run our business;
|
•
|
Revocation or termination of our concession agreements or power purchase agreements;
|
•
|
Lowering of revenues in Spain that are mainly defined by regulation;
|
•
|
Risk that the 16.5% Share Sale will not be completed;
|
•
|
Inability to adjust regulated tariffs or fixed-rate arrangements as a result of fluctuations in prices of raw materials, exchange rates, labor and subcontractor costs;
|
•
|
Exposure to electricity market conditions which can impact revenue from our renewable energy;
|
•
|
Changes to national and international law and policies that support renewable energy resources;
|
•
|
Lack of electric transmission capacity and potential upgrade costs to the electric transmission grid;
|
•
|
Disruptions in our operations as a result of our not owning the land on which our assets are located;
|
•
|
Risks associated with maintenance, expansion and refurbishment of electric generation facilities;
|
•
|
Failure of our assets to perform as expected, including Solana and Kaxu;
|
•
|
Failure to receive dividends from all project and investments, including Solana and Kaxu;
|
•
|
Failure or delay to reach the “flip-date” by Liberty Interactive Corporation in its tax equity investment in Solana;
|
•
|
Variations in meteorological conditions;
|
•
|
Disruption of the fuel supplies necessary to generate power at our efficient natural gas power generation facilities;
|
•
|
Deterioration in Abengoa’s financial condition;
|
•
|
Abengoa’s ability to meet its obligations under our agreements with Abengoa, to comply with past representations, commitments and potential liabilities linked to the time when Abengoa owned the assets, potential clawback of transactions with Abengoa, and other risks related to Abengoa;
|
•
|
Failure to meet certain covenants or payment obligations under our financing arrangements;
|
•
|
Failure to obtain pending waivers in relation to the minimum ownership by Abengoa and the cross-default provisions contained in some of our project financing agreements;
|
•
|
Failure of Abengoa to maintain existing guarantees and letters of credit under the Financial Support Agreement or failure by us to maintain guarantees;
|
•
|
Failure of Abengoa to maintain its obligations and production guarantees, pursuant to EPC contracts;
|
•
|
Changes in our tax position and greater than expected tax liability, including in Spain;
|
•
|
Conflicts of interest which may be resolved in a manner that is not in our best interests or the best interests of our minority shareholders, potentially caused by our ownership structure and certain service agreements in place with our current largest shareholder;
|
•
|
The divergence of interest between us and Abengoa, due to Abengoa’s sale of our shares;
|
•
|
Potential negative tax implications from being deemed to undergo an “ownership change” under section 382 of the Internal Revenue Code, including limitations on our ability to use U.S. NOLs to offset future income tax liability;
|
•
|
Negative implications from a potential change of control;
|
•
|
Negative implications of U.S. federal income tax reform;
|
•
|
Technical failure, design errors or faulty operation of our assets not covered by guarantees or insurance;
|
•
|
Failure to collect insurance proceeds in the expected amounts; and
|
•
|
Various other factors, including those discussed in “Risk Factors” beginning on page 9 of this prospectus and under “Item 3.D—Risk Factors” and “Item 5.A—Operating Results” in our most recent Annual Report on Form 20-F.
|
Six Months Ended
June 30, 2018
|
| |
Year Ended December 31,
|
||||||||||||
|
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
||
1.6
|
| |
1.1
|
| |
1.1
|
| |
0.5(2)
|
| |
0.8(2)
|
| |
0.6(1)(2)
|
(1)
|
Atlantica Yield plc was originally incorporated in December 2013. The historical financial data used to determine our ratio of earnings to fixed charges for the year ended December 31, 2013 has been derived from the audited combined financial statements of our predecessor.
|
(2)
|
Earnings were inadequate to cover fixed charges by $159.3 million for the year ended December 31, 2015, $39.3 million for the year ended December 31, 2014 and by $81.1 and million for the year ended December 31, 2013.
|
•
|
the information contained or incorporated by reference into this prospectus;
|
•
|
the information contained or incorporated by reference into any prospectus supplement relating to specific offerings of securities;
|
•
|
the risks described in our most recent Annual Report on Form 20-F for our most recent fiscal year, which is incorporated by reference into this prospectus; and
|
•
|
other risks and other information that may be contained in, or incorporated by reference from, other filings that we make with the SEC.
|
Six Months Ended
June 30, 2018
|
| |
Year Ended December 31,
|
||||||||||||
|
2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |
2013
|
||
1.6
|
| |
1.1
|
| |
1.1
|
| |
0.5(2)
|
| |
0.8(2)
|
| |
0.6(1)(2)
|
(1)
|
Atlantica Yield plc was originally incorporated in December 2013. The historical financial data used to determine our ratio of earnings to fixed charges for the year ended December 31, 2013 has been derived from the audited combined financial statements of our predecessor.
|
(2)
|
Earnings were inadequate to cover fixed charges by $159.3 million for the year ended December 31, 2015, $39.3 million for the year ended December 31, 2014 and by $81.1 and million for the year ended December 31, 2013.
|
|
| |
December 31,
|
||||||
|
| |
2017
|
| |
2016
|
| |
2015
|
Shares
|
| |
100,217,260
|
| |
100,217,260
|
| |
100,217,260
|
•
|
in which he has an interest of which he is not aware or which cannot reasonably be regarded as likely to give rise to a conflict of interest;
|
•
|
in which he has an interest only by virtue of interests in the Company’s shares, debentures or other securities or otherwise in or through the Company;
|
•
|
which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of obligations incurred by him or any other person for the benefit of the Company or a debt or other obligation of the Company for which the director has assumed responsibility under a guarantee or indemnity or by the giving of security;
|
•
|
concerning an offer of securities by the Company or any of its subsidiary undertakings in which he is or may be entitled to participate as a holder of securities or as an underwriter or sub-underwriter;
|
•
|
concerning any other body corporate, provided that he and any connected persons do not own or have a beneficial interest in one percent or more of any class of share capital of such body corporate, or of the voting rights available to the members of such body corporate;
|
•
|
relating to an arrangement for the benefit of employees or former employees which does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;
|
•
|
concerning the purchase or maintenance of insurance for any liability for the benefit of directors;
|
•
|
concerning the giving of indemnities in favor of the directors; or
|
•
|
concerning the funding of expenditure by any director or directors (i) on defending criminal, civil or regulatory proceedings or actions against him or them, (ii) in connection with an application to the court for relief, (iii) on defending him or them in any regulator investigations, or (iv) incurred doing anything to enable him to avoid incurring such expenditure.
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(i)
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subject to the provisions of the Companies Act, the shareholder who appointed the relevant director of the Company elects to terminate the office of such director;
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(ii)
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the director of the Company becomes prohibited by law or (if applicable) the NASDAQ Rules from acting as a director or ceases to be a director by virtue of any provision of the Companies Act;
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(iii)
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the Company has received notice of the director’s resignation or retirement from office and such resignation or retirement from office has taken effect in accordance with its terms;
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(iv)
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the director has retired at an annual general meeting in accordance with the Articles;
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(v)
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the director has a bankruptcy order made against him/her, compounds with his/her creditors generally or applies to the court for an interim order under the UK Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to the director in another country;
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(vi)
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an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for the director’s detention or for the appointment of another person (by whatever name called) to exercise powers with respect to the director’s property or affairs;
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(vii)
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the director is absent from meetings of the directors for three months without permission and the directors have resolved that the director’s office be vacated;
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(viii)
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notice of termination is served or deemed served on the director and that notice is given by a majority of directors for the time being; or
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(ix)
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in the case of a director other than the chairman and any director holding an executive office, if the directors resolve to require the director to resign and the director fails to do so within 30 days of notification of such resolution being served or deemed served on the director.
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•
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ensure that all members and proxies for members wishing to attend the meeting can do so;
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•
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ensure that all persons attending the meeting are able to participate in the business of the meeting and to see and hear anyone else addressing the meeting;
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•
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ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and
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•
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restrict the numbers of members and proxies at any one location to such number as can safely and conveniently be accommodated there.
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•
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the title, initial offering price and principal aggregate amount of the debt securities;
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•
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whether the debt securities will be senior, subordinated or junior subordinated;
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•
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whether the debt securities will be secured or unsecured;
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•
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whether the debt securities are convertible or exchangeable into other securities;
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•
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the percentage or percentages of principal amount at which such debt securities will be issued;
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•
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authorized denominations;
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•
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest and the right, if any, to extend the maturity of the debt securities, the date or dates from which interest will accrue or the method for determining dates on which interest will accrue, the date or dates on which interest will commence and any regular record date for the interest payable on any interest payment date;
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•
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the person to whom any interest on the debt securities will be payable;
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•
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the date or dates on which we will pay the principal on the debt securities;
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•
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redemption or early repayment provisions;
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•
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
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•
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whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
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•
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the terms upon which the beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
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•
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any material covenants applicable to the particular debt securities being issued;
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•
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any defaults and events of default applicable to the particular debt securities being issued;
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•
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the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination, security and release of the guarantees), if any;
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•
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any applicable subordination provisions for any subordinated debt securities;
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•
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the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
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•
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if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
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•
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the manner in which the amounts of payment of principal of, premium or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;
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•
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any provisions relating to any security provided for the debt securities;
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•
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the time period within which, the manner in which and the terms and conditions upon which we or the purchaser of the debt securities can select the payment currency;
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•
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the securities exchange(s) on which the securities will be listed, if any;
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•
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whether any underwriter(s) will act as market maker(s) for the securities;
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•
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the extent to which a secondary market for the securities is expected to develop;
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•
|
our obligations or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
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•
|
provisions relating to covenant defeasance and legal defeasance;
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•
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provisions relating to satisfaction and discharge of the indenture;
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•
|
provisions relating to the modification of the indenture both with and without consent of holders of debt securities issued under the indenture; and
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•
|
the law that will govern the indenture and debt securities.
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•
|
the title of such warrants;
|
•
|
the aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued and exercised; the currency or currencies in which the price of such warrants will be payable;
|
•
|
the designation and terms of the securities purchasable upon exercise of such warrants;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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•
|
the number or principal amount of securities that may be purchased upon exercise of warrants (including, if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time) and the price at which such securities may be purchased upon exercise;
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•
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable; information with respect to book-entry procedures, if any;
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•
|
any material United Kingdom and United States federal income tax consequences;
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•
|
the anti-dilution provisions of the warrants, if any;
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•
|
if applicable, redemption or call provisions;
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•
|
terms, procedures and limitations relating to the exchange and exercise of such warrants; and
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•
|
any other material terms of the warrants.
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•
|
through one or more underwriters or dealers on a firm commitment or agency basis;
|
•
|
through put or call option transactions relating to the securities;
|
•
|
through other broker-dealers (acting as agent or principal);
|
•
|
directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;
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•
|
through any other method permitted pursuant to applicable law;
|
•
|
through agents; or
|
•
|
through a combination of any such methods of sale.
|
•
|
the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and other items constituting compensation from us;
|
•
|
the aggregate amount of securities covered by this prospectus being offered and the purchase price thereof, including the proceeds to be received by us, if any; and
|
•
|
additional information as required to be included therein.
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