SECRETARÍA DE ESTADO DE COMERCIO DIRECCIÓN GENERAL DE COMERCIO E INVERSIONES S. G. DE COMERCIO INTERNACIONAL DE SERVICIOS E INVERSIONES This is a translation, from Spanish, of instructions for filling in form D-1B, used when declaring foreign disinvestments in Spanish firms to the Spanish Register of foreign investments. Important Note: This document is intended as an aid to the Spanish legal provisions on foreign investment, specially Rules of procedure dated July 1 st 2010 of the General Directorate of Trade and Investments, approving the foreign investment forms (Resolución de 1 de Julio de 2010 de la Dirección General de Comercio e Inversiones por las que se aprueban los modelos de declaración de inversiones exteriores); any doubt or misunderstanding must be confirmed against the text in Spanish of these legal provisions; if differences occur in translation, the text in Spanish will govern by law. Also, in most cases, Spanish legal terms are expressed in English terms; the Spanish concepts concerned may not be identical to English terms as such terms may be understood by laws of other countries. The named boxes in Spanish of the form are included in italics inside parentheses. CORREO ELECTRÓNICO: invext.sscc@comercio.mineco.es Pº. DE LA CASTELLANA, 162 28046 MADRID TEL.: 91 349 24 36 FAX: 91 349 31 34
FORM FOR DECLARING FOREIGN DISINVESTMENTS IN NON LISTED COMPANIES, BRANCHES, AND OTHER FORMS OF INVESTMENT Form D-1B Instructions for filling in the form General filling in rules Form D-1B is required for declaring to the Register of Investments (Registro de Inversiones) total or partial foreign disinvestments (or withdrawals) in Spanish non listed firm. The declaration should be filed within a month from the date of the disinvestment. There should be a separate form for each person who disinvests, company disinvested, and type of transaction. If the boxes are not big enough to include all the data required a further page should be attached to the declaration. If the forms are not filed through software programs, forms already prepared should be used, either typed or handwritten (using a ball point pen over hard surface and with block letters.) The software programs can be downloaded from the website of the Spanish Trade subdepartement (Secretaria de Estado de Comercio) in the following address: http// subsede.comercio.mityc.gob.es, by entering into the option "Online procedures and services - > Download aid programs -> AFORIX Programa para la cumplimentación de Formularios de Inversiones Exteriores" (Procedimientos y servicios electrónicos->descarga de programas de ayuda.-aforix Programa para la cumplimentación de formularios de Inversiones exteriores). Official paper forms can be obtained in the General Register of the Department of Economy and Competitiveness (Registro General del Ministerio de Economía y Competitividad), or in the various provincial trade directorates (Direcciones Territoriales o Provinciales de Comercio). The shaded boxes must not be filled in. Other forms of investment or OFI: Form D-1B is required for foreign disinvestments in the following cases: joint ventures or equivalent temporary association of firms; general partnerships carried out through joint accounts (cuentas en participación), foundations, cooperatives, and unincorporated joint ownerships (comunidades de bienes), if the total sum of foreign investment is greater than 3.005.060,62 euros, or, whatever the amount, if the investment comes from one of the countries or territories termed as tax havens (Paraísos fiscales) under Royal Decree 1080/91 and subsequent revisions. When disinvestments are reported, the data should be adapted to the boxes of this form. In any case, a brief note, indicating the main data of the transaction, should be attached to the form. HEADING (Encabezamiento) Rectification (Rectificación): This model will also be used when correcting errors is necessary in any of the data previously reported, in documents already repealed, or in force. In that case the box Is it a rectification? ( Es rectificación?) will be filled in with an X, indicating the number of the form rectified. Trade name and tax identification number of the Spanish company (or enterprise) page 2 of 8
will always be indicated; (see box 1 of part 1). The remaining boxes will contain only the data that are to be rectified. Document number (of investment now withdrawn) and type of disinvestment (Número de declaración al registro de la inversión que se liquida) The number of the document in which the investment, (now withdrawn), was reported by person who disinvests, should be indicated in this box. If rectifying forms of the original investment have been reported, the number indicated in the box will be precisely the one of the original form. The type of disinvestment mentioned will also be indicated by crossing with an "X" one of the following boxes, according to the following method: Total (Total): When with this form D-1B, all the investment (in form D-1A mentioned above) stated by person who disinvests is disinvested, and there have been no partial disinvestments. Partial (Parcial): When with this form D-1B, only part of the investment stated by its owner (in aforementioned form D-1A) is disinvested. Total subsequent to one or more partial disinvestments (Total precedida de parciales): If, before this form D-1B, there have been one or more partial disinvestments, of aforementioned form D-1A, and the present form D-1B amounts to total disinvestment of form D-1A. When the disinvestment refers to more than one investment forms, it should be indicated by filling the box with the data of any of them, and adding in an Additional page (Hoja adicional) the data of the rest of the forms reporting investments that are now withdrawn, indicating, for each investment, the face value that is withdrawn, and whether or not it is a total disinvestment, a partial one, or a total subsequent to one or more partial disinvestments. Number of D-1A of new investor (D-1A de traspaso): This box will be filled in, only, if the disinvestment involves a new and simultaneous foreign investment (i.e., in the case of investment share transfers or transmissions between non resident investors, conversion of bonds into shares, etc). In these cases, numbers of forms reporting the new investments should be indicated. If there were not enough boxes to indicate the numbers of the D-1A in which investments are declared, the remaining numbers that don t fit into the boxes of form D-1B will be included in an Additional page (Hoja adicional). I DATA OF THE HOST FIRM OR ENTERPRISE IN SPAIN WHOSE INVESTMENT IS WITHDRAWN ( Empresa española objeto de la inversión que se liquida) Box 1: Trade name, Spanish Tax identification number (NIF), address, and main branch of industry (Razón social, NIF. Dirección postal, Actividad principal -CNAE-) Trade name, NIF, and registered office of the company or partnership or branch whose foreign investment is withdrawn) should be filled in. (*By company or partnership, in the whole text, we mean the Spanish legal equivalent of company and partnership) page 3 of 8
The main business should be described briefly in the corresponding box indicating the NACE code of the main industry with four digits (Spanish CNAE), according to table 3. If the firm is a holding or head office of a group of companies, one of the boxes will be marked with an "X", according to whether it is a holding of Spanish (Holding sociedades españolas) or foreign companies (extranjeras), (this would be the case if the Spanish holding has mainly shares of non resident firms); in this case, NACE code should be indicated as well as the description of the main business of the affiliated companies. If the companies carry on several businesses, the filer should indicate the NACE of the industry in which more funds have been invested. Box 2: Type of business organization, and shares in other Spanish firms (Forma jurídica y participación en otras sociedades españolas) Type of business organization (Forma jurídica): The nature of the business organization corresponding to the company or partnership or OFI in which the foreign investment has been withdrawn will be indicated by using one of the following codes: 01 Companies and any other kind of unincorporated enterprise or firm not included in the following codes 02 Branches 03 General partnerships financed through joint accounts (cuentas en participación) 04 Foundations 13 Joint ventures 14 Cooperatives 15 Unincorporated joint ownerships Number of firms in which it holds shares (Número de empresas participadas): If the Spanish firm in which the investment has been withdrawn has a share equal to or greater than 10% in other Spanish firms, the box will indicate the number of firms in which it holds a share. Box 3: Economic data (Datos económicos): 3.1 Capital/Capital contribution (Capital social/dotación): In the case of companies, the capital of the Spanish firm should be indicated whether it has been paid up or not, before and after the disinvestment. In the case of branches, the corresponding fund should be indicated, before (Antes de la liquidación) and after the disinvestment (Después de la liquidación). 3.2 Net worth or equity (Fondos propios): Total equity should be indicated for the company or branch, before and after the disinvestment. page 4 of 8
3.3 Total percentage of foreign investment (Porcentaje de participación extranjera): If known, total percentage of foreign investment before and after the disinvestment will be indicated by the filer. Other forms of investment: In the case of other forms of investment, the filer will indicate funds contributed, (Box 3.1), equity or net worth (Box. 3.2) and percentage foreign share, (Box 3.3), before and after the disinvestment. II DATA OF PERSON WHO DISINVESTS (Datos del titular de la liquidación) Box 4: Person who disinvests (Titular de la liquidación) Last name and name, (for individuals), and trade name (for companies) (Apellidos y nombre o razón social), of person who disinvests will be indicated, as well as address (Domicilio), name of the country of residence (País), and its code number (Cód. País). Box 5: Share in the Spanish firm in percentage (Participación en la empresa española) The share of the person who disinvests in the company or branch that hosted the investment should be indicated, in percentages and with two decimal digits, before (Antes liquidación) and after the disinvestment (Después liquid.). The filer should also indicate whether the person who disinvests is a member of the Board of Administrators (Acceso al Consejo de Administración), before and after the disinvestment, by marking the corresponding box "Yes" or "No" ("Si" o "No") with an "X". Box 6: Ultimate owners of non resident person who disinvests (Titulares últimos del titular no residente) If the person who disinvests (in box 4) is a non listed corporate body, the filer should indicate here the name of the final owners in the chain of owner s of aforementioned person (from now onwards ultimate owners); that is, last name and name (if individuals) or trade name (if corporation) (Apellidos y nombre o razón social del titular último), of those investors with a greater share in capital and over 10%, the maximum being three owners. In no case this box should contain nominees or bare trustees. The filer should indicate the country of residence code (País) of every ultimate owner. For those whose share, direct or indirect, is equal to or greater than, 10%, of the equity of the person liquidating the investment, the percentage share (Participación en el titular) will be indicated with two digits. If any of these owners is listed in the Stock Exchange, it will be indicated by marking the corresponding box (Bolsa) with an "X". If the person who disinvests (in box 4) is a corporate body listed in the Stock Exchange, the trade name appearing in box 4 will be repeated in box 6.1, leaving empty the boxes named Country (País) and Share of owner (Participación en el titular). page 5 of 8
When the person who disinvests is an individual, last name and name appearing in box 4 will be repeated in box 6, leaving empty the boxes named Stock Exchange (Bolsa), Country (País) and Percentage share (Participación en el titular). III DATA OF THE DISINVESTMENT (Datos de la liquidación de la inversión extranjera) Box 7: The transaction (Operación) Type of transaction (Clase): The filer should indicate in this box the type of transaction, indicating its nature through any of the following codes: 01. Winding up of companies, partnerships, branches, or other forms of investment 02 Downsizing of branches, or of equivalent fund assigned to branches. 03 Sale of shares to residents 04 Sale of stock warrants or other equivalent rights entitling to a share in capital. 05 The sale of other voting rights to residents. 06 Converting bonds into shares, redeeming or transferring convertible bonds 07 Gifts (intervivos or mortis causa) in favour of residents 11 Transfers and transmissions between non residents 13 Changes in residence of individual or registered office 20 Others (indicate the transaction in detail in the additional page ) Date of execution (Fecha de realización): The filer should indicate the date appearing in the document certifying the transaction, in format: day/ month/year. Amount: Total face value (Importe nominal) as well as total actual value (Importe efectivo) of the transaction should be indicated, even though the transaction amount has only been partly paid up, except for codes 04, 05, 07 and 13. In the case of codes 04 and 05, only actual value should be indicated. In the case of code 07, both face value and actual value should be indicated, the later being the amount due in the Spanish inheritance tax or gift tax. In the case of code 13, the filer should indicate face value and actual value, calculated as the amount resulting from the percentage share of the investor to the firm s equity. All those amounts refer exclusively to the part corresponding to the person who disinvests. Box 8: Spanish autonomous communities in which investment is withdrawn (CC.AA.) Box CC.AA. should be filled in if the transaction is one of the following: page 6 of 8
i) Winding up of companies, partnerships, or branches. ii) Downsizing of companies, partnerships, branches, or of the fund assigned to branches. In these cases, the filer should indicate the code of the autonomous communities to which the industrial activity of the disinvestment is allocated, as well as the corresponding percentage of each community. If the disinvestment involves more than three communities, the codes of the three communities with biggest disinvestments should be indicated, allocating the remaining amount, up to a 100%, to the line Rest. If the disinvestment is allocated to the whole nation, all the 100% of the disinvestment should be allocated to code 90. If the community of allocation of the disinvestment is unknown, the whole amount should be allocated to the code corresponding to the registered office. Box 9: In the case of a purchase or gift, total number of conveyors should be indicated (Número de adquirentes) as well as last names, or trade name (Apellidos y nombre o razón social), and their country of residence (País). If there are more than two conveyors, the data should be indicated in the form Additional page (Hoja adicional). Box 10: Amount and method of payment (Medios de pago) Code (Código): The nature of the payment should be indicated through the following codes: 01 Payment through a monetary contribution 11 Assets and liabilities of a Spanish firm 12 Shares or assets of a Spanish company 03 Shares or assets of a foreign company 14 Reduction in the face value of shares 16 Payment by converting bonds into shares 17 Real estate assets located in Spain 18 Real estate assets located abroad 19Mergers: This code should be used for transfers resulting from mergers or acquisitions between non resident companies. 20 Other forms of monetary contribution 30 Free transactions: This code should be used in the case of changes in residence, or registered office, gifts (intervivos or mortis causa) or transfers and transmissions between non residents, different from mergers and acquisitions, that is, when in box type of transaction (Clase), the codes indicated are 07, 11, and 13. Amount (Importe): Actual amount for every method of payment. In the case of changes in residence, or registered office, the filer should indicate actual value, calculated as the amount resulting from the percentage share of the investor to the firm s equity. In the case of gifts, (intervivos or mortis causa) the amount that should be indicated is the amount due in the Spanish inheritance tax or gift tax. In the case of transfers between non residents, the amount indicated will be the transfer value. These last three cases are included in code 30 Free transactions. page 7 of 8
At least one of the available options should be filed in. If more than three kinds of payment methods are used, the codes of the two with the greatest amounts should be indicated, and the remaining amount should be allocated to code 20 Other methods of payment in kind. Box 11: Purpose of the disinvestment (Razón de la liquidación) The purpose of the disinvestment should be indicated by using one of the following codes: 01 Selling controlling shares to residents 02 Selling non controlling shares to residents 03 Reducing the business 04 Winding up of the firm 05 A change in the investor group abroad 06 Restructuring the group in Spain 07 Restructuring the group abroad 08 Streamlining the firm (for debt repayment or loss reduction) 20 Others (specify in form Additional page ) IV PROCEEDINGS (Diligencias) Box 12: Affirmation (Declaración) It will be filled in with the data of the person who disinvests or his agent, plus place, date and signature. Last name and name (Don/Dª) as well as postal address (City name -Domicilio en-, street name -calle-, street number -Nº-). Box 13 Proceedings of the notary public (Diligencia del fedatario público) This box will be filled in, with all its data, only if a Spanish notary public has drawn up the deed of the transaction, either because of its legal nature, or because there has been an agreement between both parts. Box 14: Tradename or (last name and name), Spanish Tax Identification Number, and address for notices (Apellidos y nombre o razón social, NIF y domicilio para notificaciones) Trade name or (last name and name), should be indicated, as well as Spanish NIF or Spanish NIE (foreign identification number), (or identification number for foreigners) and address, if available, of the person who receives the form and information requests. If necessary, indicate also a contact person as well as postal code (Código postal), telefone number (Teléfono) and e-mail (Correo electrónico). Data protection: Data appearing in this form will be included in computerized files so they can be used for administrative, statistic or economic purposes. page 8 of 8