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.

Those creditors that have not acceded to the Restructuring Agreement yet will have the opportunity to do so during the Supplemental Accession Period. The exact start date of the period is still to be determined, it is estimated by the end of November, but will be publicly communicated by the company through the usual channels.

The accession process will be exactly the same as before, through signature of the agreement before a notary public. The new accession period will have a duration of 5 business days, so we recommend to resolve any pending issues beforehand.

As a reminder, those creditors that do not accede to the Restructuring Agreement and opt for the Alternative Terms, will be applied the Standard Terms as a result of the judicial approval of the agreement.

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.

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 adhere 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 Standard Restructuring Terms for the preexisting debt will involve a debt reduction of 97% of its nominal value, while keeping the remaining 3% with a ten-year maturity, with no annual coupon or option for capitalization.

Creditors who aceede to the agreement shall have the option to choose the Alternative Restructuring Terms, which consist of the following:

- 30% of the nominal value of outstanding debt to be converted into a new bond or loan, that will rank as senior or junior depending on whether or not each creditor participates in the new money facilities, with the following terms:

• Maturity: 5.5 or 6 years for senior and junior debt respectively, with the possibility of an extension of up to 2 years.
• Coupon: 0.25% cash annually plus 1.25% PIYC (“pay if you can”) to be paid on an annual basis subject to certain conditions being met, otherwise will be capitalized and paid at maturity.

- Option to capitalize the remaining 70% of the nominal value of outstanding debt in exchange for 40% of shareholders equity of the new Abengoa, which would be proportionally distributed among existing financial creditors. The monetary value of such stake will only be determined once the required capital increase has been completed.

A presentation providing an overview of the updated Abengoa Viability Plan and the summary terms of the Restructuring Agreement was presented to the market the past August 16th 2016 and is available on Abengoa’s website.

As mentioned before, a Supplemental Accession Period will be opened in the coming weeks during which, those creditors that did not do so during the initial period, will be able to choose the terms of the restructuring of their debt positions. Specifically, creditors will have to elect the following:

- The Standard Terms or the Alternative Terms explained in the previous question.

- Under the Alternative Terms of the restructuring, bondholders should choose from:

• Capitalisation of 70% of debt and receive the pro-rata number of shares (Pro-rata Equity Proportion).
• Capitalisation of 70% of debt and receive the pro-rata number of shares up to a maximum of 4.9% (Max of 4.9% Equity).
• No capitalization of debt and hence not receive any shares (No Equity).
• Whether to receive the new debt instrument as a loan or as notes.

- Whether or not they will be participating in the New Money facilities.

For clarification purposes, should the Restructuring Agreement be homologated in court, the Standard Restructuring Terms will be applied to those creditors that did not accede to the agreement.

The current accession process for the Restructuring Agreement is described in the following questions.

We encourage financial institutions to get in touch with their usual contact at Abengoa so that the relevant documentation can be made available. Similarly to the accession process for the Standstill Agreement, it will be necessary for a representative of the financial entities to register their vote before a notary public in the following address:

D. José Miguel García Lombardía
Calle José Ortega y Gasset 5, first floor - left
Telephone: 91 7817170

Alternatively, creditors can appear before any notary public that is more convenient. In this case, it will be required that a copy of the relevant documentation is sent to notary mentioned previously.

If at any point you have additional questions, you can contact us via email by filling out the following form:

Financial institutions & Insurance companies’ Office