(“Sacyr”), Domiciliada En Paseo De
Total Page:16
File Type:pdf, Size:1020Kb
D. Juan Gortázar Sánchez-Torres, en nombre y representación de la sociedad Sacyr, S.A. (“Sacyr”), domiciliada en Paseo de la Castellana 83-85, 28046 Madrid, con número de identificación fiscal A-28013811, en su condición de apoderado de Sacyr y debidamente facultado al efecto, a los efectos del procedimiento de aprobación y registro por la Comisión Nacional del Mercado de Valores del folleto informativo correspondiente a la emisión y admisión a cotización en el mercado AIAF de bonos de Sacyr bajo el nombre de EMISIÓN DE BONOS DE SACYR, S.A., MAYO 2015 (la “Emisión”), CERTIFICA Que la versión en soporte informático del folleto informativo de la Emisión que se adjunta a la presente coincide con el folleto informativo registrado en la Comisión Nacional del Mercado de Valores en esta fecha. Asimismo, se autoriza a la Comisión Nacional del Mercado de Valores para que haga público el mencionado folleto informativo en soporte informático en su página web. Para que así conste, expido la presente certificación en Madrid, a 11 de mayo de 2015. __________________________ D. Juan Gortázar Sánchez-Torres Director General de Finanzas y apoderado de Sacyr, S.A. 1 Sacyr, S.A. (incorporated with limited liability in the Kingdom of Spain) €26,200,000 4.50% per cent. Notes due 2020 The issue price of the €26,200,000 4.50 per cent. Notes due 2020 (the “Notes”) of Sacyr, S.A. (“Sacyr” or the “Issuer”) is 98.91 per cent. of their principal amount. Unless previously redeemed or cancelled, the Notes will be redeemed at their redemption amount on May 7, 2020. The Notes are subject to redemption in whole at their redemption amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the Kingdom of Spain. See Condition 6 (Redemption for taxation and other reasons) in Section 5 (Terms and Conditions of the Notes). Upon the occurrence of a Change of Control or a Tender Offer Triggering Event, each Noteholder shall have the option to require the Issuer to redeem or purchase the Notes, in whole or in part, at their principal amount plus accrued and unpaid interest up to (but excluding) the date for such redemption or purchase. See Condition 6 (Redemption at the Option of Noteholders) in Section 5 (Terms and Conditions of the Notes). The Notes bear interest from and including the Closing Date (as defined below) at the rate of 4.50 per cent. per annum payable annually in arrears on May 7 each year commencing on May 7, 2016. Payments on the Notes will be made in euro without deduction for or on account of taxes imposed or levied by the Kingdom of Spain to the extent described under Condition 8 (Taxation) in Section 5 (Terms and Conditions of the Notes). The offering of the Notes (the “Offering”) is further described under this prospectus (the “Prospectus”). This Prospectus constitutes a listing prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union, as amended and implemented in each Member State (the “Prospectus Directive”) and has been prepared in accordance with, and including the information required by, Annexes IX and XIII of Regulation (EC) No. 809/2004. This Prospectus has been approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the “CNMV”) in its capacity as competent authority under Law 24/1988, of July 28, 1988 on the Securities Market (Ley 24/1988, de 28 de julio, del Mercado de Valores) (the “LMV”) and relevant implementing measures in Spain. Application has been made for the Notes to be admitted to trading on the Spanish AIAF Fixed Income Securities Market (“AIAF”). The Notes may also be admitted to trading on any other secondary market as may be agreed by the Issuer. The Notes will be unrated. In addition, in the United Kingdom, this Prospectus is being distributed to, and is directed at: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2) of the Order; and (iii) persons to whom it may otherwise lawfully be communicated (all such persons together, relevant persons). Therefore this Prospectus must not be acted on or relied upon in the United Kingdom, by persons who are not relevant persons. An investment in the Notes involves certain risks. For a discussion of these risks, see Section 1 (Risk Factors). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Sole Lead Manager Morgan Stanley The date of this Prospectus is May 11, 2015. IMPORTANT NOTICES This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances imply that there has been no change in the affairs of the Issuer or its subsidiaries or that the information set forth herein is correct as of any date subsequent to the date hereof. The Issuer and the Sole Lead Manager as previously listed (the “Sole Lead Manager”) reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes being offered in the proposed Offering. This Prospectus is personal to the offeree to whom it has been delivered by the Sole Lead Manager and does not constitute an offer to any person or to the public in general to purchase or otherwise acquire the Notes. Distribution of this Prospectus to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized, and any disclosure of any of its contents, without the Issuer’s prior written consent, is prohibited. The Issuer and the undersigned, Mr. Juan Gortázar Sánchez-Torres, in his capacity as attorney in fact of the Issuer and acting under a special authorization granted by the Board of Directors of the Issuer, accept responsibility for the information contained in this Prospectus. Having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import of such information. The Issuer has confirmed to the Sole Lead Manager that this Prospectus contains all information regarding the Issuer and the Notes which is (in the context of the issue of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer are honestly held or made and are not misleading in any material respect; this Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. Neither the Sole Lead Manager nor any of its respective affiliates have authorized the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. The Sole Lead Manager does not accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or their distribution. In addition, the Sole Lead Manager does not accept responsibility for, or authorize the contents of, this Prospectus or its issue. The Sole Lead Manager accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise which it might otherwise have to any person in respect of this Prospectus. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this Prospectus. Each person receiving this Prospectus acknowledges that (i) such person has not relied on the Sole Lead Manager or any person affiliated with the Sole Lead Manager in connection with any investigation of the accuracy of such information or its investment decision and (ii) no person has been authorized to give any information or to make any representation concerning the Issuer or the Notes (other than as contained herein and information given by the Issuer’s duly authorized officers and employees in connection with investors’ examination of the Issuer and the terms of this Offering) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Issuer or the Sole Lead Manager.