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Comisión Nacional Del Mercado De Valores División De Mercados Primarios Edison, 4 28010 Madrid En Madrid, a 25 De Abril De Comisión Nacional del Mercado de Valores División de Mercados Primarios Edison, 4 28010 Madrid En Madrid, a 25 de abril de 2014 Estimados Sres.: Adjunto les remitimos soporte digital que contiene el Prospectus elaborado por Applus Services, S.A. (en adelante “Applus”) de la oferta de venta y de suscripción de acciones de Applus dirigida exclusivamente a inversores cualificados en España y fuera de España, y posterior admisión a negociación en las Bolsas de Valores de Barcelona, Bilbao, Madrid y Valencia (la “Oferta”). El contenido del Prospectus que figura en este soporte digital es idéntico a la última versión en papel del mismo presentado ante la Comisión Nacional del Mercado de Valores. Asimismo, se autoriza a la Comisión Nacional del Mercado de Valores a difundir el mencionado documento por vía telemática. Atentamente, _____________________________ D. José Luis Blanco IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the document following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Company or the Underwriters (both as defined in the document) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: By accepting the e-mail or accessing this document, you shall be deemed to have represented to the Company and the Underwriters that (1) you and any customers you represent are either (a) qualified institutional buyers (as defined in Rule 144A under the Securities Act) or (b) a person outside the United States, (2) if you have received this by e-mail, the electronic mail address that you gave to the Company or the Underwriters and to which this e-mail has been delivered is not located in the United States and (3) you consent to delivery of such document by electronic transmission. You are reminded that this document has been delivered to you or accessed by you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this document to any other person. The materials relating to the Offering (as defined in the document) do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer and any of the Underwriters or any affiliate thereof is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the Underwriters or such affiliate on behalf of the Company in such jurisdiction. This document has been sent to you or accessed by you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of the Company nor the Underwriters nor any person who controls any of them nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Underwriters. Please ensure that your copy is complete. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PROSPECTUS BETWEEN 67,692,308 AND 83,018,868 ORDINARY SHARES OF APPLUS SERVICES, S.A. at an Offering Price Range of between €13.25 and €16.25 per Share The Comisión Nacional del Mercado de Valores (the “CNMV”), which is the Spanish competent authority for the purposes of Directive 2003/71/EC, as amended (the “Prospectus Directive”) and relevant implementing measures in Spain, has approved this document as a prospectus. This is a global initial public offering (the “Offering”) by Applus Services, S.A. (the “Company”) and Azul Finance S.à r.l. (Lux) (the “Selling Shareholder” and together with Azul Holding S.C.A. (Lux), the “Selling Shareholders”) to qualified investors of between 67,692,308 and 83,018,868 ordinary shares of the Company with a nominal value of €0.10 each (the “Shares”). This document comprises a prospectus relating to the Company and its subsidiaries (together, the “Group”) prepared in accordance with the prospectus rules set out in Commission Regulation (EC) No 809/2004 (and amendments thereto, including Commission Delegated Regulation (EU) 486/2012 and Commission Delegated Regulation (EU) 862/2012), enacted in the European Union (the “Prospectus Rules”) and Ley 24/1988 of 28 July 1988, del Mercado de Valores (the “Spanish Securities Markets Act”). This document has been prepared in connection with the Offering and application for the admission of the Shares to the Barcelona, Bilbao, Madrid and Valencia stock exchanges (the “Spanish Stock Exchanges”) and on the Automated Quotation System (the “AQS”) or Mercado Continuo of the Spanish Stock Exchanges (“Admission”), which are regulated markets for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Company is offering between 18,461,538 and 22,641,509 new Shares (the “New Offer Shares”) in the Offering, being such number of Shares as is required, at the offering price range set forth above (the “Offering Price Range”), to provide the Company with gross sale proceeds of €300 million, and the Selling Shareholder is selling an aggregate of between 49,230,769 and 60,377,358 existing Shares (the “Existing Offer Shares”) in the Offering, being such number of Shares as is required, at the Offering Price Range to provide the Selling Shareholder with aggregate gross sale proceeds of €800 million. In addition, the Selling Shareholder and Azul Holding S.C.A. (Lux) (together, the “Over-allotment Shareholders”) will grant an option to the Underwriters (the “Over-allotment Option”), exercisable within 30 calendar days from the date on which the Shares commence trading on the Spanish Stock Exchanges, to purchase a number of additional Shares (the “Over-allotment Shares”) representing up to 10 per cent. of the total number of Shares sold by the Company and the Selling Shareholder in the Offering solely to cover over-allotments of Shares in the Offering, if any, and short positions resulting from stabilisation transactions. The Company will not receive any of the proceeds from the sale of the Existing Offer Shares sold by the Selling Shareholder or the sale of Over-allotment Shares sold by the Over-allotment Shareholders. The New Offer Shares, the Existing Offer Shares and the Over-allotment Shares (if any) are referred to herein as the “Offer Shares”. The indicative Offering Price Range at which Offer Shares are being sold in the Offering will be between €13.25 to €16.25 per Share. This price range has been determined based on negotiations between the Company, the Selling Shareholder and the Underwriters and no independent experts have been consulted in determining this price range. The price of the Shares offered in the Offering (the “Offering Price”) will be determined based on negotiations between the Company, the Selling Shareholder and the Underwriters, upon the finalisation of the book-building period (expected to occur on or about 7 May 2014) and will be announced through the publication of a relevant fact (“hecho relevante”). Prior to this Offering, there has been no public market for the Shares. The Company will apply to have the Shares listed on the Spanish Stock Exchanges and to have the Shares quoted on the AQS. The Shares are expected to be listed on the Spanish Stock Exchanges and quoted on the AQS on or after 9 May 2014 under the symbol “APPS”. The Offer Shares (other than the Over-Allotment Shares) are expected to be delivered through the book-entry facilities of Iberclear and its participating entities on or about 13 May 2014. Concurrently with the Offering, pursuant to a binding directed offering by the Selling Shareholders (the “Directed Offering”), the Chief Executive Officer and Chief Financial Officer of the Company will purchase in aggregate between 356,923 and 437,736 Shares at the Offering Price for total consideration of €5.8 million.
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