Registration of Additional Securities (up to 20%, Foreign Issuer) (f-1mef)
16 Ottobre 2013 - 11:22PM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on October 16, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABENGOA, S.A.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
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Kingdom of Spain
(State or other jurisdiction of
incorporation or organization)
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8711
(Primary Standard Industrial
Classification Code Number)
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Not Applicable
(I.R.S. Employer
Identification Number)
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Campus Palmas Altas
C/ Energía Solar 1
41014, Seville, Spain
Tel: + 34 954 93 71 11
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Abengoa Solar Inc.
11500 West 13th Avenue
Lakewood, Co 80215
Tel: + 1 (303) 928 - 8500
Attn: Christopher Hansmeyer
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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Copies to:
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Christopher C. Paci
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020-1104
(212) 335-4500
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Michael J. Willisch
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid
+ 34 91 768 9610
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please
check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
ý
Registration Statement
No. 333-191575.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
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If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
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The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with
Rule 462(b) under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
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Title of each class of securities
to be registered
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Proposed maximum
aggregate offering
price(1)
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Amount of
registration fee
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Class B shares, par value €0.01 per share(2)(3)(4)
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$82,007,535
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$10,563
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(1)
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Pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20%
of the securities initially registered pursuant to Registration Statement No. 333-191575. A total of $621,230,000 of securities were registered under Registration Statement
No. 333-191575. In no event will the aggregate maximum offering price of all securities issued by the registrant pursuant to this Registration Statement and Registration Statement
No. 333-191575 exceed $745,476,000.
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(2)
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Includes
Class B shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part
of their distribution or within 40 days after the later of the effective date of this registration statement and the date the Class B shares are first bona fide offered to the public.
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(3)
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Estimated
solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of
1933, as amended.
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(4)
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American
depositary shares evidenced by American depositary receipts issuable upon deposit of the Class B shares registered hereby are being
registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-191599). Each American depositary share represents five Class B shares.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1, both
promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-191575) filed by Abengoa, S.A. (the "Company") with
the Securities and Exchange Commission (the "Commission") on October 4, 2013, as amended, which was declared effective at 4:00 p.m. Eastern Daylight Time on October 16, 2013,
including all amendments, supplements and exhibits thereto and each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated therein, are incorporated
herein by reference.
The
required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
CERTIFICATION
The Registrant hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing
fee set forth on the cover page of this Registration
Statement by a wire transfer of such amount to the Commission's account as soon as practicable (but no later than the close of business on October 16, 2013), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during
regular business hours on October 16, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the city of Madrid in the Kingdom of Spain on the 16th day of October, 2013.
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ABENGOA, S.A.
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By:
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/s/ MANUEL SÁNCHEZ ORTEGA
Name: Manuel Sanchez Ortega
Title: Chief Executive Officer
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Pursuant to the requirements of the United States Securities Act of 1933, as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ MANUEL SÁNCHEZ ORTEGA
Manuel Sánchez Ortega
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Chief Executive Officer and Director
(Principal executive officer)
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October 16, 2013
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*
Bárbara Zubiría Furest
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Co-Chief Financial Officer, Capital Markets and Investor Relations
(Principal financial officer)
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October 16, 2013
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Jesús García-Quilez Gómez
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Co-Chief Financial Officer, Financial Markets
(Principal financial officer)
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October 16, 2013
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Enrique Borrajo Lovera
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Consolidation Officer
(Principal accounting officer)
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October 16, 2013
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Felipe Benjumea Llorente
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Executive Chairman
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October 16, 2013
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José B. Terceiro
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Executive Vice-Chairman and Lead Director
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October 16, 2013
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José Joaquín Abaurre Llorente
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Director
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October 16, 2013
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José Luis Aya Abaurre
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Director
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October 16, 2013
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2
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Signature
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Title
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Date
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José Borrell Fontellés
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Director
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October 16, 2013
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María Teresa Benjumea Llorente
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Director
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October 16, 2013
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Javier Benjumea Llorente
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Director
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October 16, 2013
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Mercedes Gracia Díez
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Director
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October 16, 2013
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Ricardo Martínez Rico
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Director
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October 16, 2013
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Claudi Santiago Ponsa
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Director
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October 16, 2013
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Ignacio Solís Guardiola
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Director
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October 16, 2013
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Fernando Solís Martínez-Campos
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Director
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October 16, 2013
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Carlos Sundheim Losada
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Director
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October 16, 2013
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Alicia Velarde Valiente
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Director
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October 16, 2013
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By:
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/s/ MANUEL SÁNCHEZ ORTEGA
Manuel Sánchez Ortega
Attorney-in-Fact
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Signature of Authorized Representative in the United States
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States for Abengoa, S.A., has signed this Registration Statement and any amendment thereto in the City of Oakland, State of California, on the 16th day of October, 2013.
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By:
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/s/ CHRISTOPHER HANSMEYER
Name: Christopher Hansmeyer
Title: Authorized Representative
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4
EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of DLA Piper Spain as to certain Spanish legal matters
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8.1
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Opinion of DLA Piper Spain as to Spanish tax matters (included in Exhibit 5.1)
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8.2
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Opinion of DLA Piper LLP (US) as to U.S. tax matters
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23.1
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Consent of Deloitte, S.L.
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23.2
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Consent of PricewaterhouseCoopers Auditores, S.L.
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23.3
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Consent of DLA Piper Spain (included in Exhibit 5.1)
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23.4
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Consent of DLA Piper LLP (US) (included in Exhibit 8.2)
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24.1
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Powers of Attorney (included in the signature page to Registration Statement No. 333-191575 filed on October 4, 2013 and incorporated by reference herein)
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EXPLANATORY NOTE
CERTIFICATION
SIGNATURES
Signature of Authorized Representative in the United States
EXHIBIT INDEX
Grafico Azioni Abengoa (CE) (USOTC:AGOAF)
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Grafico Azioni Abengoa (CE) (USOTC:AGOAF)
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