Report of Foreign Issuer (6-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2013

 

Commission File Number 001-36125

 

ABENGOA, S.A.

(Exact name of registrant as specified in its charter)

 

Not applicable

(Translation of registrant’s name into English)

 

Campus Palmas Altas

C/ Energía Solar 1

41014, Seville, Spain

Tel: [phone]

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F     o Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

 

 

 

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30 October 2013

 

Abengoa, S.A. (the “Company”), in compliance with article 82 of the Spanish Securities Market Act, informs the Spanish securities market regulator (“ Comisión Nacional del Mercado de Valores ”) about the following

 

Significant Event

 

Abengoa Finance, S.A.U., a subsidiary of the Company, has successfully completed the pricing process of its €50,000,000 Senior Notes due 5 February 2018 guaranteed by the Company and several of the Company’s subsidiaries (the “Notes”), which will be fungible with the previous issue of 8.875% Senior Notes due 2018 of Abengoa Finance, S.A.U. denominated “Abengoa Finance, S.A.U. €250,000,000 8.875% Senior Notes due 2018” made on 5 February 2013 and with the previous issue of 8.875% Senior Notes due 2018 of Abengoa Finance, S.A.U. denominated “Abengoa Finance, S.A.U. €250,000,000 8.875% Senior Notes due 2018” made on 3 October 2013. The Notes have been priced at 105.25% of their nominal amount plus accrued and unpaid interest, if any, from 5 August 2013. The Notes will accrue interest at an annual rate of 8.875% payable semi-annually. The closing of the issue is expected to take place on 5 November 2013, once the customary conditions precedent for this type of issue have been met.

 

The net proceeds from the Notes, which will be on-lent by Abengoa Finance, S.A.U. to the Company on a permanent basis, are expected to be used by the Company to repay corporate debt maturities in order to lengthen the Abengoa group’s debt maturity profile.

 

Miguel Ángel Jiménez-Velasco Mazarío

 

Secretario General

 

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The information contained herein is not for publication or distribution, directly or indirectly, in Australia, Canada or Japan or in any other jurisdiction where the distribution of such information is restricted by law, and does not constitute an offer to sell, or solicitation of an offer to buy, securities.

 

The Notes and the related guarantees referred to herein have not been registered under the U.S. Securities Act of 1933, as amended. The Notes and the related guarantees may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, or in any other jurisdiction other than in compliance with the laws of that jurisdiction. There is no intention to conduct a public offering of securities in the United States. This notice is issued pursuant to Rule 135c of the U.S. Securities Act of 1933, as amended.

 

The underwriter is acting on behalf of the Company and no one else in connection with the Notes and will not be responsible to any other person for providing the protections afforded to clients of the underwriter or for providing advice in relation to the Notes.

 

This notice and any other documents or materials relating to the issue of the Notes are for distribution within the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within article 19(5) of the financial services and markets act 2000 (the “FSMA”) (financial promotion) order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue of the Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This notice and any other documents or materials relating to the issue of the Notes are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this notice and any other documents or materials relating to the issue of the Notes relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

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Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	ABENGOA, S.A.
	By:	/s/ MIGUEL ÁNGEL JIMÉNEZ-VELASCO MAZARÍO
		Name: Miguel Á ngel Jim é nez-Velasco Mazar í o
		Title: General Secretary
Date: October 30, 2013

 

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