0001104659-15-068084.txt : 20150929 0001104659-15-068084.hdr.sgml : 20150929 20150929162129 ACCESSION NUMBER: 0001104659-15-068084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150929 DATE AS OF CHANGE: 20150929 GROUP MEMBERS: ABENGOA CONCESSIONS INVESTMENTS LTD GROUP MEMBERS: ABENGOA CONCESSIONS, S.L. GROUP MEMBERS: ABENGOA SOLAR, S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Abengoa Yield plc CENTRAL INDEX KEY: 0001601072 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88595 FILM NUMBER: 151131050 BUSINESS ADDRESS: STREET 1: GREAT WEST HOUSE (GW1) STREET 2: GREAT WEST ROAD CITY: BRENTFORD, GREATER LONDON STATE: X0 ZIP: TW8 9DF BUSINESS PHONE: 34954937111 MAIL ADDRESS: STREET 1: GREAT WEST HOUSE (GW1) STREET 2: GREAT WEST ROAD CITY: BRENTFORD, GREATER LONDON STATE: X0 ZIP: TW8 9DF FORMER COMPANY: FORMER CONFORMED NAME: Abengoa Yield Ltd DATE OF NAME CHANGE: 20140226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABENGOA, S.A. CENTRAL INDEX KEY: 0001161785 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAMPUS PALMAS ALTAS STREET 2: C/ ENERGIA SOLAR 1 CITY: SEVILLE STATE: U3 ZIP: 41014 BUSINESS PHONE: 34 954 93 71 11 MAIL ADDRESS: STREET 1: CAMPUS PALMAS ALTAS STREET 2: C/ ENERGIA SOLAR 1 CITY: SEVILLE STATE: U3 ZIP: 41014 FORMER COMPANY: FORMER CONFORMED NAME: ABENGOA SA DATE OF NAME CHANGE: 20011102 SC 13D/A 1 a15-20365_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Abengoa Yield plc

(Name of Issuer)

 

Ordinary Shares, nominal value $0.10 per share

(Title of Class of Securities)

 

G00349103

(CUSIP Number)

 

Daniel Alaminos Echarri

Campus Palmas Altas

C/ Energía Solar

41014, Seville, Spain

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

September 28, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1

Names of Reporting Persons:
Abengoa Concessions Investments Limited

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
48,139,537*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
48,139,537*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,139,537*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
48.04%**

 

 

14

Type of Reporting Person:
CO

 

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue as set forth in the Issuer’s Registration Statement on Form F-3 (No. 333-205433) filed with the Securities and Exchange Commission on July 2, 2015.

 

2


 

 

1

Names of Reporting Persons:
Abengoa Concessions, S.L.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
48,139,537*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
48,139,537*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,139,537*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:    o

 

 

13

Percent of Class Represented by Amount in Row (11):
48.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue as set forth in the Issuer’s Registration Statement on Form F-3 (No. 333-205433) filed with the Securities and Exchange Commission on July 2, 2015.

 

3


 

 

1

Names of Reporting Persons:
Abengoa Solar, S.A.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
48,139,537*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
48,139,537*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,139,537*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
48.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue as set forth in the Issuer’s Registration Statement on Form F-3 (No. 333-205433) filed with the Securities and Exchange Commission on July 2, 2015.

 

4


 

 

1

Names of Reporting Persons:
Abengoa, S.A.

 

 

2

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds:
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization:
Kingdom of Spain

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
48,139,537*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
48,139,537*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
48,139,537*

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:   o

 

 

13

Percent of Class Represented by Amount in Row (11):
48.04%**

 

 

14

Type of Reporting Person:
CO, HC

 

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue as set forth in the Issuer’s Registration Statement on Form F-3 (No. 333-205433) filed with the Securities and Exchange Commission on July 2, 2015.

 

5


 

This Amendment No. 3 (“Amendment No. 3”) amends the Statement on Schedule 13D filed on June 24, 2015 (the “Original Schedule 13D”), the Amendment No. 1 to the Original Schedule 13D filed on June 30, 2015 (“Amendment No. 1”) and the Amendment No. 2 to the Original Schedule 13D filed on July 13, 2015 (“Amendment No. 2”), together with the Original Schedule 13D, the Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”) and is jointly filed by the Reporting Persons (as defined in the Original Schedule 13D) with respect to the ordinary shares of Abengoa Yield plc, nominal value of $0.10 per share (the “Ordinary Shares”). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Original Schedule 13D. This Amendment No. 3 amends the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 as specifically set forth herein.

 

This Amendment No. 3 is being filed by the Reporting Persons to report that, as of the date hereof, Abengoa has delivered an aggregate of 1,013,775 Ordinary Shares to certain holders of the 5.125% Exchangeable Notes due 2017 (the “Exchangeable Notes”) that have exchanged their Exchangeable Notes pursuant to the terms of the fiscal agency agreement dated March 5, 2015 between Abengoa and Citibank N.A., London Branch (the “Exchangeable Settlement”). As of the date of this Amendment No. 3, Abengoa expects to deliver an additional 884,585 Ordinary Shares on the applicable settlement dates to certain holders of the Exchangeable Notes that have delivered a notice to exchange.

 

Item 5.        Interest in Securities of the Issuer.

 

As a result of the Exchangeable Settlement, Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(a)                     As of September 29, 2015, ACI is the direct beneficial owner of 48,139,527 Ordinary Shares and the Reporting Persons beneficially own 48.04% of the Ordinary Shares.

 

The following persons listed on Schedule A beneficially own the number of Ordinary Shares of the Issuer indicated: Santiago Seage Medela (20,000 Ordinary Shares), Ricardo Hausmann (280 Ordinary Shares), Jesus Garcia Quilez (3,900 Ordinary Shares) and Alfonso González Domińguez (4,690 Ordinary Shares).

 

(b)                     As of September 29, 2015, Abengoa, Abengoa Concessions and Abengoa Solar through their ownership of ACI, may be deemed to share voting and dispositive power over the 48,139,527 Ordinary Shares beneficially owned by ACI.

 

(c)                      Except for the Exchangeable Settlement, no Reporting Person has effected any transactions in the Ordinary Shares during the past sixty days. To the knowledge of the Reporting Persons, none of the directors and officers of the Reporting Persons listed in Schedule A to this Schedule 13D effected any transactions in the Ordinary Shares during the past sixty days.

 

(d)                     Other than the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities.

 

(e)                      Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended by replacing the paragraphs under the headings “Exchangeable Notes” and “Margin Loan Facility Agreement” with the following:

 

Exchangeable Notes

 

On February 26, 2015, Abengoa sold an aggregate of $279,000,000 principal amount of 5.125% Exchangeable Notes due 2017 (the “Exchangeable Notes”). The Exchangeable Notes are exchangeable, at the option of the holders of the Exchangeable Notes, for Ordinary Shares that are beneficially owned by the Reporting Persons. The Exchangeable Notes were issued by Abengoa pursuant to a fiscal agency agreement dated March 5, 2015 between Abengoa and Citibank N.A., London Branch (the “Fiscal Agency Agreement”). As of the date hereof, Abengoa has delivered an aggregate of 1,013,775 Ordinary Shares to holders that exercised their option to exchange Exchangeable Notes. As of September 24, 2015, there were 5,948,595.50 Ordinary Shares subject to delivery to holders of the Exchangeable Notes upon exchange of the Exchangeable Notes.

 

Margin Loan Facility Agreement

 

On June 29, 2015, ACI entered into a Margin Loan Facility Agreement with Bank of America, London Branch (“Bank of America”), and related security documents (collectively, the “Loan Documents”), pursuant to which ACI is entitled to borrow up to $200,000,000 (the “Loan Amount”). Under the terms of the Loan Documents, ACI has pledged and granted a security interest in 16,561,817 Ordinary Shares of the Issuer (the “Pledged Shares”), in favor of Bank of America as security for the Loan Amount. The loan will mature 24 months following the utilization date, but upon the exercise of certain events that are customary for this type of loan, Bank of America may exercise its right to require ACI to pre-pay the Loan Amount, post additional collateral or foreclose on, and dispose of, the Pledged Shares in accordance with the Loan Documents

 

6


 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 29, 2015

 

 

ABENGOA, S.A.

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

Chief Executive Officer

 

 

 

 

ABENGOA CONCESSIONS, S.L.

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

Chairman of the Board

 

 

 

 

ABENGOA SOLAR, S.A.

 

 

 

 

 

 

 

By:

/s/ Armando Zuluaga Zilberman

 

 

Name:

Armando Zuluaga Zilberman

 

 

Title:

Chief Executive Officer

 

 

 

 

ABENGOA CONCESSIONS INVESTMENTS LIMITED

 

 

 

 

 

 

 

By:

/s/ Santiago Seage Medela

 

 

Name:

Santiago Seage Medela

 

 

Title:

President and Chief Executive Officer

 

 

 

 

7


 

Schedule A

 

INFORMATION REGARDING THE INSTRUCTION C PERSONS

 

The following sets forth the name, position, address, principal occupation and citizenship of each director and executive officer of the applicable Reporting Persons.

 

DIRECTORS OF ABENGOA, S.A.

 

Name

 

Principal Occupation or Employment

 

Business
Address

 

Citizenship

José Domínguez Abascal

 

Non-Executive Chairman of Abengoa, S.A.

 

(1)

 

Spain

Santiago Seage Medela

 

CEO of Abengoa, S.A.

 

(1)

 

Spain

Manuel Sánchez Ortega

 

First vice-chairman of Abengoa, S.A.

 

(1)

 

Spain

Antonio Fornieles Melero

 

Second vice-chairman and lead independent director of Abengoa, S.A.

 

(1)

 

Spain

José Joaquín Abaurre Llorente

 

Industrial Engineer. Director of Abengoa, S.A.

 

(1)

 

Spain

José Luis Aya Abaurre

 

Technical Engineer in Agriculture. Director of Abengoa, S.A.

 

(1)

 

Spain

José Borrell Fontellés

 

Professor of Introduction to Economic Analysis at Madrid’s Universidad Complutense

 

(1)

 

Spain

Javier Benjumea Llorente

 

Executive director of Abengoa, S.A. Chairman of the International Advisory Board of Abengoa, S.A.

 

(1)

 

Spain

Mercedes Gracia Díez, Director

 

Professor of Econometrics at Madrid’s Universidad Complutense and at Centro Universitario de Estudios Financieros

 

(1)

 

Spain

Ricardo Martínez Rico

 

President and CEO of Equipo Económico

 

(1)

 

Spain

Claudi Santiago Ponsa

 

Officer of First Reserve Corporation

 

(1)

 

Spain

Ignacio Solís Guardiola

 

Regional Director for private banking of Lloyds Bank

 

(1)

 

Spain

Fernando Solís Martínez-Campos

 

Director of Abengoa, S.A., Concesur and Cabimar

 

(1)

 

Spain

Carlos Sundheim Losada

 

Industrial Engineer. Director of Abengoa, S.A.

 

(1)

 

Spain

Alicia Velarde Valiente

 

Notary

 

(1)

 

Spain

Ricardo Hausmann

 

Director of the Centre for International Development and a Professor at Harvard University

 

(1)

 

Venezuela

 

EXECUTIVE OFFICERS OF ABENGOA, S.A.

 

Name

 

Principal Occupation or Employment

 

Business

Address

 

Citizenship

Santiago Seage Medela

 

Chief Executive Officer

 

(1)

 

Spain

José Domínguez Abascal

 

Non-Executive Chairman

 

(1)

 

Spain

Jesús Ángel García-Quilez Gómez

 

Chief Financial Officer

 

(1)

 

Spain

Ignacio Garcia Alvear

 

Co-Chief Financial Officer, responsible for Investor Relations & Capital Markets

 

(1)

 

Spain

Alfonso González Domínguez

 

Engineering and Construction and South America Executive VP

 

(1)

 

Spain

Armando Zuluaga Zilbermann

 

Solar Executive VP

 

(1)

 

Spain

Carlos Cosín Fernández

 

Water Executive VP

 

(1)

 

Spain

Álvaro Polo Guerrero

 

Human Resources Director

 

(1)

 

Spain

Luis Fernández Mateo

 

Director of Organization, Quality and Budgets

 

(1)

 

Spain

Juan Carlos Jiménez Lora

 

Director of Planning and Control

 

(1)

 

Spain

Germán Bejarano García

 

Assistant CEO, International Institutional Relations Director

 

(1)

 

Spain

Daniel Alaminos Echarri

 

General Secretary

 

(1)

 

Spain

Luis Enrique Pizarro Maqueda

 

Chief Audit Officer

 

(1)

 

Spain

Enrique Borrajo Lovera

 

Consolidation and Reporting Officer

 

(1)

 

Spain

Miguel Ángel Jiménez-Velasco Mazarío

 

Compliance Officer

 

(1)

 

Spain

 

8


 

Enrique Aroca Moreno

 

Chief Information Officer

 

(1)

 

Spain

Manuel Doblaré Castellano

 

Abengoa Research General Director

 

(1)

 

Spain

Antonio Vallespir

 

Biofuels Executive VP

 

(1)

 

Spain

 

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

 

ABENGOA SOLAR, S.A.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

Business

Address

 

Citizenship

Javier Benjumea Llorente
Chairman

 

Executive director of Abengoa, S.A.
Chairman of the International Advisory Board of Abengoa, S.A.

 

(1)

 

Spain

Armando Zuluaga Zilbermann
Director and Chief Executive Officer

 

Solar Executive VP, Abengoa, S.A.
CEO of Abengoa Solar, S.A.

 

(1)

 

Spain

Guadalupe Sundheim Losada
Director

 

Director of Abengoa Solar, S.A.

 

(1)

 

Spain

Fernando de las Cuevas Terán
Secretary to the Board and General Counsel

 

General Counsel of Abengoa Solar, S.A.

 

(1)

 

Spain

Javier Albarracín
Chief Financial Officer

 

CFO of Abengoa Solar, S.A.

 

(1)

 

Spain

David Fernández
Chief Operating Officer

 

COO of Abengoa Solar, S.A.

 

(1)

 

Spain

 

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

 

ABENGOA CONCESSIONS, S.L.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

Business

Address

 

Citizenship

Santiago Seage Medela
Chairman

 

CEO of Abengoa, S.A.

 

(1)

 

Spain

Jesús Ángel Garcia-Quílez

 

CFO of Abengoa, S.A.

 

(1)

 

Spain

Director and Chief Financial Officer

 

 

 

 

 

 

Daniel Alaminos Echarri

 

General Secretary of Abengoa, S.A.

 

(1)

 

Spain

Director and General Counsel

 

 

 

 

 

 

 

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

 

9


 

ABENGOA CONCESSIONS INVESTMENTS LIMITED

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Name

 

Principal Occupation or Employment

 

Business

Address

 

Citizenship

Santiago Seage Medela
Director, President and CEO

 

CEO, Abengoa, S.A.

 

(1)

 

Spain

Jesús Ángel Garcia-Quílez
Director and Chief Financial Officer

 

Chief Financial Officer, Abengoa, S.A.

 

(1)

 

Spain

Juan Carlos Jiménez Lora
Director and General Counsel

 

Director of Planning and Control, Abengoa, S.A.

 

(1)

 

Spain

 

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

 

10