Publication of Drawdown Prospectus
Gas Natural Capital Markets, S.A.
Date: 7 February 2012
DRAWDOWN PROSPECTUS DATED 2 FEBRUARY 2012 IN RESPECT OF THE ISSUE BY GAS NATURAL CAPITAL MARKETS, S.A. OF EURO 750,000,000 5.000 PER CENT. NOTES DUE 2018 GUARANTEED BY GAS NATURAL SDG, S.A UNDER THE €12,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME OF UNION FENOSA FINANCE B.V. AND GAS NATURAL CAPITAL MARKETS, S.A.
Gas Natural Capital Markets, S.A. announces the publication of the drawdown prospectus dated 2 February 2012 in respect of the notes issue referred to above (the "Drawdown Prospectus"). The Drawdown Prospectus was approved by the UK Listing Authority on 2 February 2012.
The Drawdown Prospectus should be read and construed in conjunction with the base prospectus dated 14 November (Stuttgart: A0Z24E - news) 2011.
Copies of the Drawdown Prospectus and the documents incorporated by reference by virtue of the Drawdown Prospectus can be viewed online via the following hyperlinks. To view the full document, please paste the relevant URL into the address bar of your browser.
a) Drawdown Prospectus dated 2 February 2012;
http://www.rns-pdf.londonstockexchange.com/rns/9908W_1-2012-2-7.pdf
b) Base prospectus dated 14 November 2011:
http://www.rns-pdf.londonstockexchange.com/rns/9908W_2-2012-2-7.pdf
c) Consolidated (Berlin: YO3.BE - news) annual accounts of the Gas Natural SDG (Dusseldorf: 822398.DU - news) , S.A for the years ended 31 December 2009 and 2010, which include the consolidated financial statements, the notes to the consolidated annual accounts, the auditor's reports and the directors' reports thereon in relation to the years ended 31 December 2009 and 2010 (set out on pages 85 to 309 and 79 to 353, respectively, of the 2009 and 2010 annual reports of Gas Natural SDG, S.A.):
http://www.rns-pdf.londonstockexchange.com/rns/9908W_3-2012-2-7.pdf
http://www.rns-pdf.londonstockexchange.com/rns/9908W_4-2012-2-7.pdf
d) Unaudited consolidated interim financial information of Gas Natural SDG, S.A. in relation to the six-month period ended 30 June 2011, together with the limited review report and directors' report thereon:
http://www.rns-pdf.londonstockexchange.com/rns/9908W_5-2012-2-7.pdf
e) Unaudited consolidated interim financial information of Gas Natural SDG, S.A. in relation to the nine-month period ended 30 September 2011:
http://www.rns-pdf.londonstockexchange.com/rns/9908W_6-2012-2-7.pdf
f) Unaudited condensed consolidated interim financial information of Unión Fenosa, S.A. in relation to the six-month period ended 30 June 2009, together with the limited review report and directors' report thereon:
http://www.rns-pdf.londonstockexchange.com/rns/9908W_7-2012-2-7.pdf
g) Audited non-consolidated financial statements of Union Fenosa Finance B.V. and the auditor's reports thereon in relation to the years ended 31 December 2009 and 2010:
http://www.rns-pdf.londonstockexchange.com/rns/9908W_8-2012-2-7.pdf
http://www.rns-pdf.londonstockexchange.com/rns/9908W_9-2012-2-7.pdf
h) Audited non-consolidated annual accounts of Gas Natural Capital Markets, S.A. and the auditor's report thereon in relation to the years ended 31 December 2009 and 2010
http://www.rns-pdf.londonstockexchange.com/rns/9908W_10-2012-2-7.pdf
http://www.rns-pdf.londonstockexchange.com/rns/9908W_11-2012-2-7.pdf
In relation to the documents referred to in sub-paragraph (c) above, the following information shall not be deemed incorporated in, and shall not form part of, the Drawdown Prospectus: (A) the section of the Consolidated Director's Report for the year ended 31 December 2010 titled "Outlook" on pages 269 - 271 of the 2010 annual report and (B) the section of the Consolidated Director's Report for the year ended 31 December 2009 titled "Outlook" on pages 241 - 243 of the 2009 annual report. Any information contained in any of the documents specified above which is not incorporated by reference in the Drawdown Prospectus is either not relevant to investors or is covered elsewhere in the Drawdown Prospectus.
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the base prospectus, including the Drawdown Prospectus, may be addressed to and/or targeted at persons who are residents of particular countries (specified in the base prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the base prospectus is not addressed. Prior to relying on the information contained in the Drawdown Prospectus you must ascertain from the base prospectus whether or not you are part of the intended addressees of the information contained therein.
Your right to access this service is conditional upon complying with the above requirement. In particular, your accessing this service will constitute your representation that you are not in the United States and you are not a U.S. person within the meaning of Regulation S under the United States Securities Act of 1933, as amended, and the United States Internal Revenue Code and regulations thereunder.
Copies of the base prospectus, including the Drawdown Prospectus, and the documents incorporated by reference have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
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