• Abstract and Figures
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Abengoa, S.A. (incorporated with limited liability in The Kingdom of Spain) €300,000,000 9.625 per cent. Notes due 2015 Issue price: 98.517 per cent. in respect of €250,000,000 in principal amount of Notes 101 per cent. in respect of €50,000,000 in principal amount of Notes The €300,000,000 9.625 per cent. Notes due 2015 (the “Notes”) are issued by Abengoa, S.A. (the “Issuer”). The payment of all amounts due in respect of the Notes will, subject as described herein, be unconditionally and irrevocably guaranteed by certain of its Subsidiaries (as defined herein) (the “Guarantors”). A list of the Guarantors as at the Closing Date (as defined below) is included under “Overview of the Notes” below (the “Original Guarantors”). Interest on the Notes is payable semi-annually in arrear on 1 June and 1 December in each year, except that the last payment of interest shall be on the Final Maturity Date (as defined below). Payments on the Notes will be made without deduction for or on account of taxes to the extent described under “Terms and Conditions of the Notes — Taxation”. The Notes mature on 25 February 2015 (the “Final Maturity Date”). The Notes are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes as more fully described in “Terms and Conditions of the Bonds — Redemption and Purchase”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Notes to be admitted to the Official List of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Market”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). The Notes will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or about the Closing Date with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), without interest coupons, on or after 11 January 2010 (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances. See “Summary of Provisions Relating to the Notes While Represented by the Global Notes”. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on page 8. Joint Lead Managers BNP PARIBAS Deutsche Bank Santander Global Banking & Markets Société Générale Corporate & Investment Banking Co-Lead Managers CALYON la Caixa Caja Madrid Espirito Santo Investment NATIXIS WestLB AG The date of this Prospectus is 24 November 2009. This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer, the Issuer and its consolidated subsidiaries taken as a whole (“Abengoa” or the “Group”), each Original Guarantor and the Notes which according to the particular nature of the Issuer, each Original Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and each Original Guarantor. The Issuer and each Original Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and each Original Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read and construed in conjunction with any documents which are incorporated herein by reference. See “Documents Incorporated by Reference” for further details. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Original Guarantors, or Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch and Société Générale (or the “Joint Lead Managers”), Banco Espirito Santo de Investimento, S.A., CALYON, Caja de Ahorros y Monte de Piedad de Madrid, Caja de Ahorros y Pensiones de Barcelona, NATIXIS and WestLB AG (together the “Co- Lead Managers” and, together with the Joint Lead Managers, the “Managers”) to subscribe for or purchase any of the Notes. The distribution of this Prospectus and/or the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Original Guarantors and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this Prospectus, see “Subscription and Sale” herein. Each of the Managers is acting for the Issuer and no one else in connection with the offering and will not regard any other person (whether or not a recipient of this document) as its client in relation to the offering and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of the Managers, or for providing advice in relation to the offering, the contents of this document or any transaction or arrangement or other matter referred to in this document. No person is authorised to give any information or to make any representation not contained in this Prospectus in connection with the issue, offering or sale of the Notes and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Original Guarantors, the Managers or Deutsche Bank, S.A.E (the “Commissioner”). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Original Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Original Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by a Manager or on its behalf in connection with the Issuer, the Original Guarantors or the issue and offering of the Notes. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and are subject to U.S. tax law requirements. The Notes are being offered in offshore transactions outside the United States in reliance on Regulation S (“Regulation S”) under the Securities Act and, unless the Notes are registered under the Securities Act or any other exemption from the registration requirements of the Securities Act is available, may not be offered or sold within the United States or to U.S. persons. Investors must rely upon their own examination of the Issuer, the Original Guarantors, the Group, the terms of the offering and the financial information contained herein, in making an investment decision. Potential 2 investors should consult their own professional advisors as needed to make their investment decision and to determine whether they are legally permitted to purchase the Notes under applicable laws and regulations. In this Prospectus, unless otherwise specified or the context requires, references to “€” and “euro” are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Union, as amended from time to time and to “U.S Dollars” and “U.S.$” are to the lawful currency of the United States of America. In connection with this issue, each of the Managers and any of their respective affiliates acting as an investor for its own account may take up Notes and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with this issue. Accordingly, references in this document to the Notes being issued, offered or placed should be read as including any issue, offering or placement of securities to the Managers and any of their affiliates acting in such capacity.

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