AGOAF Abengoa SA (CE)

Item 7.     Recent Sales of Unregistered Securities

        During the past three years, we issued securities which were not registered under the Securities Act as set forth below.

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On October 28, 2010, our direct, wholly-owned subsidiary, Abengoa Finance, S.A.U., issued $650,000,000 aggregate principal amount of 8.875% Senior Notes due 2017 in an offering exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The placement agents for the transaction were Credit Suisse Securities (Europe) Limited, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Merrill Lynch International. The 8.875% Senior Notes due 2017 are guaranteed on a senior basis by us and certain of our subsidiaries. The net proceeds from the offering were approximately $642,240,000.



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On November 4, 2011, we issued 17,142,858 Class B shares and warrants to purchase an additional 4,020,124 Class B shares from FR Alfajor Holdings S.à.r.l. for a purchase price of €300 million in a private placement pursuant to Section 4(2) and Regulation S under the Securities Act. FR Alfajor Holdings S.à.r.l. is a wholly owned subsidiary of First Reserve Fund XII, L.P., which is a fund affiliated with First Reserve Corporation.



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On October 22, 2012, we increased our Class B share capital by 430,450,152 shares, charged to our freely available reserves, for no consideration to all existing shareholders on the basis of four Class B shares for each Class A share or Class B share which they held. The Class B shares issued to existing shareholders pursuant to this four-to-one stock split were exempt from registration pursuant to Section 3(a)(9) under the Securities Act.



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On January 17, 2013, we issued €400,000,000 aggregate principal amount of 6.25% Senior Unsecured Convertible Notes due 2019 in an offering exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The placement agents for the transaction were Citigroup Global Markets Limited. Deutsche Bank AG, London Branch, and Natixis. The net proceeds from the offering were approximately €388,500,000. Our 6.25% Senior Unsecured Convertible Notes due 2019 are convertible into fully paid Class B shares of the Company credited in the number determined by dividing the aggregate nominal amount of the Notes by the applicable conversion price.



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On February 5, 2013, our direct, wholly-owned subsidiary, Abengoa Finance, S.A.U., issued €250,000,000 aggregate principal amount of 8.875% Senior Notes due 2018 in an offering exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The placement agents for the transaction were HSBC Bank plc, Credit Suisse Securities (Europe) Limited, Banco Santander, S.A., Bankia, S.A., Merrill Lynch International and Société Genérale. The 8.875% Senior Notes due 2018 are guaranteed on a senior basis by us and certain of our subsidiaries. The net proceeds from the offering were approximately €245,500,000.

II-1

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On October 3, 2013, our direct, wholly-owned subsidiary, Abengoa Finance, S.A.U., issued €250,000,000 aggregate principal amount of additional 8.875% Senior Notes due 2018 that constitute a further issuance of, and form single series with, the 8.875% Senior Notes due 2018 issued in February 2013 in an offering exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act. The placement agents for the transaction were Citigroup Global Markets Limited and Morgan Stanley & Co. International plc. The 8.875% Senior Notes due 2018 are guaranteed on a senior basis by us and certain of our subsidiaries. The net proceeds from the offering were approximately €246,500,000.