On 28th October 2016, the application for the judicial approval (homologación judicial) of the Restructuring Agreement was filed with the Mercantile Courts of Seville. The judicial approval of the agreement was issued on 8th November 2016.

During the accession period that finalized on 25th October, the Restructuring Agreement received the support of 86% of the financial creditors to which it was addressed, exceeding the legally required majorities (75%).

During the Extraordinary Shareholders’ Meeting that took place on 22nd November 2016, all proposals related to the Restructuring Agreement were approved achieving another critical milestone in the restructuring process started in November 2015.

As a result of the Supplemental Accession Period that was open in January, accession to the Restructuring Agreement has increased to a total of 94% of the financial creditors to which it was addressed.

The company announced on March 31, 2017 through a Significant Event with the CNMV (Hecho Relevante) that it had achieved the completion of the financial restructuring. Those creditors that failed to adhere to the Restructuring Agreement to date will no longer be allowed to so.

The Restructuring Agreement included the issuing of warrants to existing shareholders in the same amount of shares that existed prior to the recent share capital increase.

• Who has the right to receive these warrants?
  All of the shareholders that had shares as of the Record Date (March 27, 2017) at market close. Please note that in the equity markets, it usually takes 2 business days for trades to clear, which means that purchases made on Friday March 24th or Monday March 27th may not have cleared before the Record Date and therefore you may not be eligible to receive the warrants
  Furthermore, sales of shares done on March 24th or March 27th may still be registered as of the Record Date and you may have received the warrants even if you sold before the end of March 27th.
• What is a warrant?
  A warrant is a right to buy a share in a certain time period at a certain price. In this case, the warrants are conditioned mainly to the company having repaid all of its post-restructuring debt in 8 years.
  A class A warrant gives the right to purchase a class A share (if the condition is met) paying only the nominal value of €0.02 per share.
  A class B warrant gives the right to purchase a class B share (if the condition is met) paying only the nominal value of €0.0002 per share.
• When can I exercise the warrant?
  The warrant cannot be exercised until 96 months (8 years) after the Restructuring Completion Date (March 31, 2017), which means 2025. At that date, if the conditions have been met, the holders of the warrants will have 3 months to exercise those rights. If the warrants have not been exercised during those 3 months, the warrant will expire.
  During the 96 month period, the warrants can be bought or sold given that they are listed in the “Mercado de Bloques” on the Madrid Stock Exchange. The warrants are independent instruments from the shares and can be bought and sold independently from the shares. For more information on how the Mercado de Bloques works, please contact your custodian bank.

During the last Shareholders’ Meeting held in November 2016, one of the measures brought to vote for the shareholders was a plan to merge the two existing share classes. However, due to a lack of quorum, the measure was not voted upon and therefore not approved. At this time the two share classes will continue to be listed and trade individually until a similar measure is approved in a Shareholder Meeting.

The next shareholders’ meeting will be held on June 30, 2017. The plan to merge the two existing share classes was not included in the measures to be held to vote, therefore we will continue to have both share classes.

When the class B shares were created in 2012, a conversion plan was created for holders of class A shares to convert into class B shares on a 1:1 ratio, independently to the price of the stock. This plan was created to give A class shareholders the opportunity to convert if the A shares were to loose liquidity in the market. This conversion plan is purely optional and will only apply if the shareholder gives a specific instruction wishing to convert A shares to B shares. This plan will expire on December 31, 2017.

The next Shareholders’ Meeting will take place in the Company’s headquarters in Seville, Spain on June 30, 2017 at 12:00 pm.

You need to hold 375 shares or more in either share class A or B, registered 5 days before the day of the Shareholders’ Meeting.

Yes, you can delegate your vote to someone via electronic instruction or postal correspondence. For more information please see the following sections relating to the Shareholder Meeting

Yes, you can delegate your vote to someone via electronic instruction or postal correspondence. For more information please see the following sections relating to the Shareholder Meeting

After the share capital increase done within the context of the financial restructuring the unitary price of the shares has been greatly reduced. For this and other reasons which make this measure important, the main objective is to avoid the negative impact of having the unitary price of the share so close to the minimum allowed by the Mercado Bursatil de Acciones (0.010 € per share). Futhermore, the high number of shares on the market after the share capital increase together with the low unitary price causes a high volatility in price variation but with a very low cash amount.

All of the above could be mitigated with a reverse stock split that would allow for: i) a reduction in the number of shares outstanding in both share clases, ii) help establish a stable price per share and, iii) limit the volatility of the shares without affecting the liquidity.

The ratio for the proposed reverse split is 100 existing Class A shares, with a nominal value of 0.02 € each for 1 new Class A share with a nominal value of 2.00 € each.

The same is proposed for the Class B shares, 100 existing Class B shares, with a nominal value of 0.0002 € each for 1 new Class B share with a nominal value of 0.02 € each.

The financial Restructuring Agreement constitutes the necessary grounds to achieve a sustainable capital structure in order to allow Abengoa to restart its operations and to preserve stakeholder’s value avoiding a potential liquidation scenario.

The total financial commitments amount to 1,170 million euros of new money plus 307 million euros of new bonding lines enabling Abengoa to reinitiate normalised operations and ensuring the continuity of the company in the mid and long term.

The new capital structure of the company shall consist of:

• Financial investors who lend new money to the group would be entitled to receive 50% of new share capital.
• Financial entities who provide new bonding facilities would be entitled to receive 5% of new share capital.
• Creditors who accede to the agreement would be entitled to receive 40% of the new share capital.
• Current shareholders would be entitled to receive of 5% of the new share capital.

The impact of the financial restructuring proposal on current shareholders is mainly twofold:

• Once the agreement is implemented, a new capital structure with new shareholders is envisaged (both as a consequence of partial capitalisation of existing debt and by the incorporation of new shareholders). Current shareholders are expected to be entitled to 5% of the new shareholders’ equity post restructuring. Eventually, through the issuance of warrants, they could increase such stake in a percentage to be agreed that will not exceed an additional 5%, if, within 8 years, the group has paid in full all outstanding debt amounts.
• In addition, a simpler capital structure with a single class of shares is expected to be implemented. Details of the mechanisms by which this will be executed are yet to be defined.

As a consequence of the debt restructuring, current shareholders will initially see their stake significantly diluted. However, it could be expected that a new Abengoa with a stronger capital structure will be able to successfully execute its more focused business model and create value for its shareholders in the long term.

The financial restructuring is intended for the financial creditors, not the shareholders. These creditors are the ones that need to take actions in order to adhere to the restructuring.

Yes, that is the current plan.

From Abengoa we are committed to keep you updated on the developments of the restructuring process; however, for advice on the management of your investment you should consult your own professional investment advisor.

If at any point you have additional questions, you can contact us on:

Abengoa

Telephone: +34 954 937 000
Via email by filling out the following form:
Shareholders’ Office