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FINAL CONDITIONS
“Emisión de Bonos Simples senior unsecured SUGAL GROUP – OCII B.V.
Octubre 2015”
42,000,000
Issued under the Information Memorandum (“Documento de Base Informativo de
Incorporación”) registered with MARF on 20 October 2015.
These Final Conditions (the “Final Conditions”) are complemented with the
Documento Informativo de Base de Incorporación registered with the Alternative FixedIncome Market (“MARF”) on 20 October 2015 and available on the webpage of MARF,
and should be read in any case jointly with such document.
These Final Conditions include the information required by Annex 1-C of Circular
1/2015 of MARF.
The securities described in these Final Conditions are issued by OC International
Investments B.V., with registered office at Oostenburgervoorstraat 86, 1018 MR,
Amsterdam, the Netherlands (the “Issuer”).
The Notes issued under these Final Conditions are within the maximum nominal
amount of the Programme.
Mr. Fredrik Paul Jeroen Snel and Mr. Luís Moniz da Maia Ortígao Costa, in the name
and on behalf of the Issuer, acting as managing director A and managing director B,
respectively, are responsible for the entire contents of this Final Conditions.
1.
DESCRIPTION, CLASS AND CHARACTERISTICS OF THE NOTES
ISSUED
A.
MAIN CHARACTERISTICS
1.
Nature and denomination of the Notes:

Denomination of the Issue: “Emisión de Bonos Simples senior unsecured
SUGAL GROUP – OCII B.V. Octubre 2015”.

ISIN code: ES0305088009.
2.
Currency of the issue: Euros.
3.
Nominal and effective amount of the issue:

Number of Notes: 420
4.

Nominal Amount: €42,000,000.

Effective Amount: €42,000,000.
Nominal and effective amount of the Notes:

Unitary nominal amount: € 100,000.

Effective amount: € 100,000.

Issue Price: 100%.
5.
Issue Date: 20 October 2015.
6.
Disbursement Date: 27 October 2015.
7.
Interest rate: Fixed.
8.
Final Maturity Date: 27 October 2020.
9.
Options of early amortization:

For the Issuer: Yes.

For the investor: Yes, in the event that a Change of Control takes place,
pursuant to the Description of the Notes.
10.
Guarantees:

First demand personal guarantee in favour of Bondholders, S.L. granted
by Sugal – Alimentos, S.A. (the “Direct Guarantee”).

First Demand personal guarantees in favor of the Issuer granted by
Tomates del Sur, S.L. and Sugal Chile Limitada (the “Indirect Guarantees”).
11.
Admission to listing of the securities: MARF.
12.
Representation of the securities: account entries managed by Sociedad de
Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores,
S.A.U. (IBERCLEAR), located at Plaza de la Lealtad nº 1, Madrid.
B.
INTEREST RATE AND AMORTIZATION
13.
Fixed interest rate: 4.25%

Date of commencement of accrual of interest: 27 October 2015.
14.

Interest payment dates: 27 April and 27 October of every year until the Final
Maturity or, if any of these dates is not a business day, the following
business day.

Irregular period / amount: N/A.

Base Calculation: Actual/Actual ICMA basis, unadjusted and will be
payable in arrears as of the Closing Date.

Day Count Fraction: 365.
Amortization of the notes:

Final Maturity Date: 27 October 2020.

Amortization Price: 100%.

Early amortization by the Issuer: Yes.
C.
ADDITIONAL INFORMATION
15.
Representation of the noteholders: Bondholders, S.L.
16.
Paying Agent: BNP Paribas Securities Services, Sucursal en España.
17.
Calculation Agent: N/A.
18.
Relevant Calendar: TARGET 2.
19.
Rating: BBB.
20.
Placement Method: Nmás1 SYZ VALORES, AGENCIA DE VALORES, S.A.
may collaborate with other entities in the placement of the Notes. Such
placement entities must be entities qualified for providing investment services in
Spain.
2.
ISSUE AGREEMENTS OF THE SECURITIES AND ON
CONSTITUTION OF THE SYNDICATE OF NOTEHOLDERS
THE
Pursuant to the Documento de Base Informativo de Incorporación under which this
issue of notes is made and according to the rules and Regulations established therein in
relation to the constitution of the Syndicate of Noteholders, for this issue of notes a
Syndicate of Noteholders has been constituted, called “Sindicato de Bonistas de la
Emisión de Bonos Simples senior unsecured SUGAL GROUP – OCII B.V. Octubre
2015”.
Bondholders, S.L. through the signing of these Final Conditions, accepts his
appointment as Commissioner of the Syndicate of Noteholders, having the powers
attributed to him in the Regulations included in the Documento de Base Informativo de
Incorporación.
3.
AGREEMENTS ON ISSUANCES AND ADMISSION TO TRADING
The admission to trading will be requested of the notes described in these “Final
Conditions” on MARF and their listing is ensured within a period of less than one
month as form the date of disbursement and within the validity period of the
Programme.
These Final Conditions include the information necessary for the admission to listing of
the securities on the market mentioned above.
Settlement will take place through Sociedad de Gestión de los Sistemas de Registro,
Compensación y Liquidación de Valores, S.A.U., (IBERCLEAR).
Signing on behalf of the Issuer; Mr. Fredrik Paul Jeroen Snel and Mr. Luís Moniz da
Maia Ortígao Costa, in the name and on behalf of the Issuer, acting as managing
director A and managing director B, and by virtue of the power of attorney granted by
means of the resolution of the board of directors of the Issuer, dated on 23 July 2015,
and in the name and on behalf of the Issuer, with address at Oostenburgervoorstraat 86,
1018 MR, Amsterdam, the Netherlands.
OC INTERNATIONAL INVESTMENTS
B.V.
_________________________
Name: Mr. Fredrik Paul Jeroen Snel
Title: managing director A
_________________________
Name: Mr. Luís Moniz da Maia Ortígao
Costa
Title: managing director B
BONDHOLDERS, S.L.
_________________________
Mr. Juan Carlos Perlaza