Payment of Ence’s bond issue amounting to EUR 250 million



Payment of Ence’s bond issue amounting to EUR 250 million
The demand for securities reached EUR 1.1 billion, more than 4 times that of the initial offer made by Ence.

1 February 2013.- The bond issue of Ence Energía y Celulosa, amounting to EUR 250 million with an annual fixed interest rate of 7.25% maturing in 2020, was closed and paid today.

It should be noted that the bond issue was well received by the financial community as shown by the strong demand of securities received, which reached EUR 1.1 billion, 4 times that of Ence’s initial offer.

With these transactions, Ence is able to achieve the goal of diversifying and internationalising its sources of financing. In addition, the issue will allow the company to repay the existing corporate bank financing, expand its maturity profile, optimise the structure of its resources and increase its financial flexibility.

The issue was placed among international qualified investors by Deutsche Bank AG, London Branch (as the Lead Manager), Banco Español de Crédito, S.A., Bankia, S.A., Barclays Bank PLC, CaixaBank, S.A. and Citigroup Global Markets Limited (as Joint Bookrunners) and Banco de Sabadell, S.A. and Bankinter, S.A. (as Co-Managers).

Accordingly, within the framework of the issue, a loan agreement for EUR 90 million was also entered into today with a syndicate of banks formed by Deutsche Bank AG, London Branch, Banco Español de Crédito, S.A., Bankia, S.A., Banco de Sabadell, S.A., Barclays Bank PLC, Caixabank, S.A., Citibank International PLC, London and Bankinter, S.A.

Ence Energía y Celulosa is the leading company in Spain in using forest biomass for the production of renewable energy and has an installed capacity of 280 MW for the generation of electricity. In addition, Ence, which exports almost 90% of its output, is the leading company in Europe and the fourth worldwide in the manufacturing of eucalyptus pulp. With a market share of more than 15%, Ence is the second largest company in eucalyptus pulp sales in Europe.

This notice does not constitute a sales offer in the United States of America or in any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered or exempt from registration. The Company does not intend to register any part of this offer in the United States or carry out any public offer in the United States or in any other jurisdiction. Any public offer of securities made in the United States shall be made by means of a prospectus that will contain detailed information on the Company, its executives and its accounts. No copies of this notice are being distributed or will be distributed in or sent to the United States.

It could be illegal to distribute this notice in certain jurisdictions. This notice must not be distributed in the United States, Japan or Australia. The information contained in this notice does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This notice and any securities offer that may subsequently be made in member states of the European Economic Area (EEA) shall only be sent to “qualified investors” in accordance with Article 2.1(e) of the Prospectus Directives (“Qualified Investors”). Any person that acquires securities in the EEA in any securities offer (an “investor”), or whoever the securities offer is made to, shall be assumed to have evidenced and accepted to be a Qualified Investor. In addition, any investor will be considered to have evidenced and accepted that any securities acquired in the offer were not acquired for and on behalf of other persons in the EEA that are not Qualified Investors or persons in the United Kingdom or other member states (in which there is equivalent legislation) for which the investor has the legal authority to take decisions at his own discretion, and that the securities were not acquired with a view to offer or resell them in the EEA, as this could require the Company to publish a prospectus in accordance with Article 3 of the Prospectus Directives. The Company and others will base their decisions on the veracity and accuracy of the previous statements and agreements.

This notice is only aimed at (i) persons that are located outside the United Kingdom, (ii) professional investors included in Article 19.5 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (iii) companies with high net worth and other persons that may legally be notified, by virtue of Article 49.2(a) and (d) of the Order (all these persons shall be referred to as the “relevant persons”). The securities will only be available to the relevant persons, and any invitation, offer or agreement to subscribe, purchase or acquire these securities in any other way shall only be carried out with the relevant persons. Any person that is not a relevant person must not act or rely on these notice or any of its content.