CIE Automotive : Public offer of shares 1.- (PDF, 50 Kb)

Microsoft Word - 160414_CIE_HSR_Dominion_Aprobación_Prospectus_EN

TO THE SPANISH SECURITIES AND EXCHANGE COMMISSION DISCLOSURE OF A RELEVANT EVENT

Following article 228 of the Royal Legislative Decree Law 4/2015, dated October 23, on the Securities' Market and applicable legislation, CIE Automotive, S.A. informs that on the date hereof, the Spanish Securities Market Commission ("Comisión Nacional del Mercado de Valores") has approved and registered in the corresponding official registry the prospectus related to the offer for the subscription of shares (the "Offer") of Global Dominion Access

S.A. ("Dominion" or the "Company").

The prospectus and other relevant information will be available at the registered office of Dominion (c/ Ibáñez de Bilbao, nº 28, 8º piso, Bilbao); of Bilbao, Barcelona, Madrid and Valencia stock exchanges; as well as of Dominion (www.dominion-global.com) and CNMV (www.cnmv.es) web pages.

Bilbao, 14 April 2016 Roberto Alonso Ruíz

Secretary to the Board of Directors

IMPORTANT NOTICE

This announcement and the information contained herein are not for distribution in or into the United States of America, Canada, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.

In any European Economic Area member state that has implemented the Directive 2003/71/EC in its current version in force (as well as any other rules of implementation, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States of America absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act. There is no intention to register any securities referred to herein in the United States of America or to make a public offering of the securities in the United States of America. Any securities sold in the United States of America will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Rule 144A.

In the United Kingdom, this announcement and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and persons who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

JB Capital Markets, S.V., S.A. and Société Générale Corporate & Investment Banking, as joint global coordinators for the IPO (the "Joint Global Coordinators"), and Banco Santander, S.A., as joint bookrunner, will be jointly referred to as the "Managers". The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the contemplated IPO, each Manager and its affiliates, acting as investors for their own account may take up Shares and in that capacity may retain, purchase or sell for its own account such Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the IPO. Accordingly, references in any prospectus, if published, to the Shares being issued, offered or placed should be read as including any issue, offering or placement of such Shares to the Managers and any relevant affiliate acting in such capacity. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "aims", "aspires", "assumes", "believes", "estimates", "anticipates", "expects", "intends", "hopes", "may", "outlook", "would", "should", "could", "will", "plans", "potential", "predicts" and "projects", as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the group's intentions, beliefs or current expectations concerning, among other things, the group's results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which the group operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the Group's actual financial condition, results of operations and cash flows, and the development of the industry in which the group operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the group's financial condition, results of operations and cash flows, and the development of the industry in which it operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of the Group's results or developments in subsequent periods and may be impacted by important factors.

The information, opinions and forward-looking statements contained in this release speak only as at its date and are subject to change without notice. The group does not pretend, and does not assume any obligation, to update or review the statements/projections contained in this document after its date.

In connection with the IPO, a stabilisation manager (or its agents), acting on behalf of itself and the Managers, may to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Regulation (EC) No 2273/2003), over-allot shares or effect transactions on or off a regulated market, with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Such transactions may commence on or after the date of commencement of trading of the Shares on the Spanish Stock Exchanges and will end no later than 30 days thereafter. There is no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilising manager to enter into such transactions. All such stabilisation shall be conducted in accordance with applicable laws and regulations (in particular, the rules concerning public disclosure and trade reporting to the CNMV).