THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER COUNTRY OR JURISDICTION IN WHICH THE OFFER TO WHICH THIS ANNOUNCEMENT IS REFERRED
WOULD BE UNLAWFUL . THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM AN OFFER FOR SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES
REFERRED TO HEREIN IN ANY JURISDICTION.
4 August 202 6
SPANISH SECURITIES MARKET COMMISSION
In compliance with the reporting requirements set forth in article 17 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on Market Abuse and article 226 of Law 6/2023, of 17 March, on Securities Markets and Investment Services ( Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión ), Morgan Stanley Europe SE hereby notif ies the following :
INSIDE INFORMATION NOTICE
Further to the inside information published yesterday (number 3333 ), Tussen de Grachten, B.V. (“ Tussen de Grachten ” or the “ Seller”) has successfully placed by way of an accelerated bookbuilding (the “ Placement ”) approximately 1.65 MM ordinary shares (the “ Placing Shares ”) in Acciona, S.A. (“ Acciona” or the “ Company ”), representing approximately 3.0% of Acciona’s issued share capital, at a price of € 217.90 per Share (the “Placement Price ”).
The aggregate gross sale proceeds raised through the Placement amount to approximately €359 MM .
Morgan Stanley Europe SE (“ Morgan Stanley ”) acted as sole bookrunner in connection with the Placing.
The Placing was undertaken to facilitate portfolio diversification by certain members of the Entrecanales family who are invested via Tussen de Grachten and who do not hold executive or management roles at Acciona.
The proceeds of the Placement are payable in cash on usual settlement terms, and closing of the Placement is expected to occur on a T+2 basis on 6 August 2026, subject to the satisfaction or waiver of certain customary conditions.
Following settlement, Tusse de Grachten will retain a stake representing approximately 2 6.0% of the Company’s issued share capital. The shares in the Company retained by Tussen de Grachten following completion of the Placing will be subject to a 90 -day lock -up, subject to customary exceptions.
Tussen de Grachten expresses its firm commitment to Acciona's business project, its alignment with the strategy pursued by the Company, and its trust and support for its directors and management team.
The Company is not party to the Placement and will not receive any proceeds from the Placement .
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
OF THESE SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF
SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY
OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH TAKING, TRANSMISSION OR DISTRIBUTION WO ULD BE UNLAWFUL. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES,
CANADIAN, AUSTRALIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF SHARES IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO
AND DIRECTED AT PERSONS (1) IN THE EEA, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (“EEA QUALIFIED INVESTORS”) , AND (2) IN
THE UNITED KINGDOM, WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF
SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 WHO (A) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL W ITHIN ARTICLE 19(5)
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE " ORDER"), OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.”) OF THE ORDER, OR (C) ARE PERSONS
TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING
OF SECTIO N 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED) IN CONNECTION
WITH THE ISSUE OR SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR
CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS " RELEVANT PERSONS ").
ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH
SECURITIES WILL BE ENGAGED IN ONLY WITH (I) IF IN THE EEA, EEA QUALIFIED INVESTORS, OR (II) IF IN
THE UK, RELEVANT PERSONS.
THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED WITHIN THE UNITED STATES ONLY TO PERSONS
REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT ") IN RELIANCE ON RULE 144A UNDER
THE SECURITIES ACT , AND OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE
SECURITIES ACT, SUBJECT TO PREVAILING MARKET AND OTHER CONDITIONS. THERE IS NO ASSURANCE
THAT THE PLAC EMENT WILL BE COMPLETED, OR IF COMPLETED, AS TO THE TERMS ON WHICH IT IS
COMPLETED. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTIONS
OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT
REGISTRATION THEREUNDER OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER
THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN
OFFER TO SELL, OR THE SOL ICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE
WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES, NOR SHALL IT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC
OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE
OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMEN T AND
THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.
NO ACTION HAS BEEN TAKEN BY THE SELLER, THE SOLE BOOKRUNNER , OR ANY OF THEIR RESPECTIVE
AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN
ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER
OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION
FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES
ARE REQUIRED BY THE SELLER AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY APPLICABLE RESTRICTIONS.
NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH
THE PLAC EMENT . ANY INVESTMENT DECISION IN CONNECTION WITH THE PLAC EMENT MUST BE MADE
SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO THE COMPANY AND ITS
SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND THE SELLER AND THE
SOLE BOOKRUNNER ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR SUCH
INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND
PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED
FOR ANY PURPOSES WHATSOE VER ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON
ITS ACCURACY OR COMPLETENESS.
IN CONNECTION WITH THE PLAC EMENT , THE SOLE BOOKRUNNER AND ANY OF THEIR AFFILIATES ACTING
AS INVESTORS FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PROPRIETARY POSITION ANY VOTING
SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH
VOTING SHARES. IN ADDITION, THE SOLE BOOKRUNNER OR THEIR AFFILIATES MAY ENTER INTO
FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE SOLE
BOOKRUNNER (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF VOTING
SHARES.
NEITHER THE SOLE BOOKRUNNER , THEIR RESPECTIVE AFFILIATES, OR ANY OF THE SOLE BOOKRUNNER ’S
OR THEIR RESPECTIVE AFFILIATES’ DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPT
ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKE ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATI ON IN THIS
ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT)
OR ANY OTHER INFORMATION RELATING TO THE SELLER, THE COMPANY, THEIR RESPECTIVE
SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRO NIC
FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING
FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION
THEREWITH.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE PLAC EMENT .
THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL AS UP.
PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. ACQUIRING SHARES TO WHICH THIS
ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING ALL OF THE
AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE
SUITABILITY OF THE PLAC EMENT FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT
DOES NOT REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE
PLAC EMENT AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLAC EMENT WILL PROCEED.
THE SELLER AND THE SOLE BOOKRUNNER RESERVE THE RIGHT NOT TO PROCEED WITH THE PLAC EMENT
OR TO VARY THE TERMS OF THE PLAC EMENT IN ANY WAY.
CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT TO ROUNDING
ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM OR PERCENTAGE CHANGE OF THE
NUMBERS CONTAINED IN THIS ANNOUNCEMENT MAY NOT CONFORM EXACTLY WITH THE TOTAL FIGURE
GIVEN.
THE SOLE BOOKRUNNER IS ACTING ONLY FOR THE SELLER IN CONNECTION WITH THE PLAC EMENT
AND NO ONE ELSE, AND WILL NEITHER BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR
PROVIDING THE PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO
THE SHARES OR THE PLAC EMENT , THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION,
ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, FORWARD -
LOOKING STATEMENTS. THESE FORWARD -LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF
FORWARD -LOOKING TERMINOLOGY, INCLUDING THE TERMS "INTENDS", "EXPECTS", "WILL", OR "MAY",
OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY
DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE
FORWARD -LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS AND
INCLU DE STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. NO
ASSURANCES CAN BE GIVEN THAT THE FORWARD -LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL
BE REALISED. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED ON THESE FORWARD -LOOKING
STATEMENTS A S A PREDICTION OF ACTUAL EVENTS OR OTHERWISE.