UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
Form 20-F/A
(Amendment No. 1)
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2021
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report__________
For the transition period from _________to_________
Commission file number: 001-36487
Atlantica Sustainable Infrastructure plc
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
England and Wales
(Jurisdiction of incorporation or organization)
Great West House, GW1, 17th floor
Great West Road
Brentford, United Kingdom TW8 9DF
Tel: +44 203 499 0465
(Address of principal executive offices)
Santiago Seage
Great West House, GW1, 17TH Floor
Great West Road
Brentford, United Kingdom TW8 9DF
Tel: +44 203 499 0465
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, nominal value $0.10 per share
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AY
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NASDAQ GlobalNAS Select Market
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
112,402,973 ordinary shares, nominal value $0.10 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. ☐Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company ☐
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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
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International Financial Reporting Standards
as issued by the International Accounting
Standards Board ☒
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Other ☐
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If “Other” has been checked in response to the previous question indicate by check mark which financial statement item, the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). ☐Yes ☒No
Explanatory Note
This Amendment No. 1 on Form 20-F/A (“Amendment”) to the Annual Report on Form 20-F for the year ended December 31, 2021 (“Form 20-F”) for Atlantica Sustainable
Infrastructure plc (the “Company”), as originally filed with the Securities and Exchange Commission on February 28, 2022, is being filed to (i) include the report
of Ernst & Young, S.L., an independent registered public accounting firm (PCAOB ID 1461), with respect to the consolidated
statements of financial position of the Company as of December 31, 2021 and 2020 and the related consolidated statements of income, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended
December 31, 2021, and the related notes, which was inadvertently omitted in the Form 20-F, and (ii) amend Item 19. Exhibits of the Form 20-F.
This Amendment speaks as of the date of February 28, 2022. Except for the inclusion of Ernst & Young, S.L.’s report and the amendment of Item 19. Exhibits of
the Form 20-F, as indicated above, this Amendment does not reflect any events that may have occurred subsequent to the original filing date of the Form 20-F and does not modify or update any other disclosure made in such filing.
Additionally, in connection with the filing of this Amendment, the Company is including: (i) new certifications of the Company’s Chief Executive Officer and
Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, (ii) certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) and (iii) a new consent of Ernst &
Young, S.L. to the incorporation by reference in the Registration Statement (Form F-3 No. 333—258395) of the Company and in the related Prospectus of its report dated February 27, 2022, with respect to the consolidated financial statements of the
Company included in the Form 20-F.
TABLE OF CONTENTS
The following exhibits are filed as part of this annual report:
Exhibit
No.
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Description
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Amended and restated Articles of Association of Atlantica Yield plc (incorporated by reference from Exhibit 3.1 to Atlantica Yield plc’s Form 6-K, as
amended, filed with the SEC on May 21, 2018 – SEC File No. 001-36487).
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Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference from Exhibit 2.1 to Atlantica Sustainable
Infrasctructure plc’s Form 20-F, filed with the SEC on February 28, 2022 – SEC File No. 001-36487).
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Amended and Restated Right of First Offer Agreement by and between Abengoa Yield plc (now Atlantica Yield plc) and Abengoa, S.A., dated December 9, 2014
(incorporated by reference from Exhibit 10.1 to Atlantica Yield plc’s Registration Statement on Form F-1 filed with the SEC on December 11, 2014 – SEC File No. 333-200848).
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Operation and Maintenance Agreement between Abengoa Solar Espana, S.A. and Solaben Electricidad Dos, S.A., dated December 10, 2012 (incorporated by
reference from Exhibit 10.8 to Atlantica Yield plc’s draft registration statement on Form F-1 submitted to the SEC on February 28, 2014 – SEC File No. 377-00503).
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Operation and Maintenance Agreement between Abengoa Solar Espana, S.A. and Solaben Electricidad Tres, S.A., dated December 10, 2012 (incorporated by
reference from Exhibit 10.9 to Atlantica Yield plc’s draft registration statement on Form F-1 submitted to the SEC on February 28, 2014 – SEC File No. 377-00503).
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Credit and Guaranty Agreement dated May 10, 2018 (incorporated by reference from Exhibit 99.1 from Atlantica Yield plc’s Form 6-K filed with the SEC on
September 5, 2018– SEC File No. 001-36487).
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Registration Rights Agreement dated March 28, 2017 among Atlantica Yield plc, Abengoa S.A., ACIL Luxco1 S.A. and GLAS Trust Corporation Limited as
security agent (incorporated by reference from Exhibit 4.12 from Atlantica Yield plc’s Form 6-K filed with the SEC on April 12, 2017 – SEC File No. 001-36487).
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Shareholder’s Agreement dated March 5, 2018 among Atlantica Yield, Liberty GES and Algonquin Power & Utilities Corp. (incorporated by reference from
Exhibit 4.13 from Atlantica Yield plc’s Form 6-K filed with the SEC on March 12, 2018– SEC File No. 001-36487).
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First Amendment and Joinder to Credit and Guaranty Agreement, dated January 24, 2019 (incorporated by reference from Exhibit 4.14 from Atlantica Yield
plc’s Form 20-F filed with the SEC on February 28, 2019 – SEC File No. 001-36487).
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Right of First Offering Agreement dated March 5, 2018 between Atlantica Yield and Algonquin Power and Utilities Corp. (incorporated by reference from
Exhibit 4.15 from Atlantica Yield plc’s Form 6-K filed with the SEC on March 12, 2018– SEC File No. 001-36487).
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Second Amendment to Credit and Guaranty Agreement, dated August 2, 2019 (incorporated by reference from Exhibit 4.18 from Atlantica Yield plc’s Form 6-K
filed with the SEC on November 7, 2019 – SEC File No. 001-36487).
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Enhanced Cooperation Agreement, dated May 9, 2019, by and among Algonquin Power & Utilities, Corp., Atlantica Yield plc and Abengoa-Algonquin Global
Energy Solutions B.V(incorporated by reference from Exhibit 99.1 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487).
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Subscription Agreement, dated May 9, 2019, by and between Algonquin Power & Utilities, Corp. and Atlantica Yield plc (incorporated by reference from
Exhibit 99.2 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487).
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AYES Shareholder Agreement, dated May 24, 2019, by and among Algonquin Power & Utilities, Corp., Atlantica Yield plc and Atlantica Yield Energy
Solutions Canada Inc. (incorporated by reference from Exhibit 99.3 from Atlantica Yield plc’s Form 6-K filed with the SEC on August 7, 2019 – SEC File No. 001-36487).
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Third Amendment to Credit and Guaranty Agreement, dated December 17, 2019 (incorporated by reference from Exhibit 4.19 from Atlantica Yield plc’s Form
20-F filed with the SEC on February 28, 2020 – SEC File No. 001-36487).
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Note Purchase Agreement, dated March 20, 2020, between Atlantica Yield plc and a group of institutional investors as purchasers of the notes issued
thereunder (incorporated by reference from Exhibit 4.20 from Atlantica Yield plc’s Form 6-K filed with the SEC on May 7, 2020 – SEC File No. 001-36487).
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Memorandum and Articles of Association of Atlantica Sustainable Infrastructure Jersey Limited (incorporated by reference from Exhibit 4.21 from Atlantica
Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487).
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Indenture (including Form of Global Note) relating to Atlantica Sustainable Infrastructure Jersey Limited’s 4.00% Green Exchangeable Senior Notes due
2025, dated July 17, 2020, by and among Atlantica Sustainable Infrastructure Jersey Limited, as Issuer, Atlantica Sustainable Infrastructure plc, as Guarantor, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New
York Mellon, London Branch, as Paying and Exchange Agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Note Registrar and Transfer Agent (incorporated by reference from Exhibit 4.22 from Atlantica Sustainable
Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487).
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Deed Poll granted by Atlantica Sustainable Infrastructure plc, as Guarantor, in favor of Atlantica Sustainable Infrastructure Jersey Limited, as Issuer,
dated July 17, 2020, in connection with the 4.00% Green Exchangeable Senior Notes due 2025 (incorporated by reference from Exhibit 4.23 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC
File No. 001-36487).
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The Note Issuance Facility for an amount of €140 million, dated July 8, 2020, among Atlantica Sustainable Infrastructure plc, the guarantors named
therein, Lucid Agency Services Limited, as facility agent, and a group of funds managed by Westbourne Capital as purchasers of the notes issued thereunder (incorporated by reference from Exhibit 4.24 from Atlantica Sustainable
Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2020 – SEC File No. 001-36487).
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Fourth Amendment to Credit and Guaranty Agreement, dated August 28, 2020 (incorporated by reference from Exhibit 4.25 from Atlantica Sustainable
Infrastructure plc’s Form 6-K filed with the SEC on November 6, 2020 – SEC File No. 001-36487).
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Fifth Amendment to Credit and Guaranty Agreement, dated December 3, 2020. (incorporated by reference from Exhibit 4.20 to Atlantica Sustainable
Infrasctructure plc’s Form 20-F, filed with the SEC on February 28, 2022 – SEC File No. 001-36487)
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Sixth Amendment to Credit and Guaranty Agreement, dated March 1, 2021 (incorporated by reference from Exhibit 99.1 from Atlantica Sustainable
Infrastructure plc’s Form 6-K filed with the SEC on March 30, 2021 – SEC File No. 001-36487)
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Amendment No. 1 to Note Issuance Facility Agreement, dated March 30, 2021. (incorporated by reference from Exhibit 4.22 to Atlantica Sustainable
Infrasctructure plc’s Form 20-F, filed with the SEC on February 28, 2022 – SEC File No. 001-36487).
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Indenture (including Form of Global Notes) relating to Atlantica Sustainable Infrastructure plc’s 4.125% Green Senior Notes due 2028 dated May 18, 2021,
by and among Atlantica Sustainable Infrastructure plc, as Issuer, Atlantica Peru S.A., ACT Holding, S.A. de C.V., Atlantica Infraestructura Sostenible, S.L.U., Atlantica Investments Limited, Atlantica Newco Limited, Atlantica North
America LLC, as Guarantors, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon SA/NV, Dublin Branch, as registrar and transfer agent
(incorporated by reference from Exhibit 4.28 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on May 24, 2021 – SEC File No. 001-36487).
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Distribution Agreement, dated August 3, 2021, between the Company and J.P. Morgan Securities LLC (incorporated by reference from Exhibit 1.1 from
Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2021 – SEC File No. 001-36487).
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ATM Plan Letter Agreement, dated August 3, 2021, between Atlantica Sustainable Infrastructure plc and Algonquin Power & Utilities Corp (incorporated
by reference from Exhibit 4.29 from Atlantica Sustainable Infrastructure plc’s Form 6-K filed with the SEC on August 3, 2021 – SEC File No. 001-36487).
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Subsidiaries of Atlantica Sustainable Infrastructure plc. (incorporated by reference from Exhibit 8.1 to Atlantica Sustainable Infrasctructure plc’s Form
20-F, filed with the SEC on February 28, 2022 – SEC File No. 001-36487)
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Certification of Santiago Seage, Chief Executive Officer of Atlantica Sustainable Infrastructure plc, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
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Certification of Francisco Martinez-Davis, Chief Financial Officer of Atlantica Sustainable Infrastructure plc, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Consent of EY
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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104*
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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*Filed herewith.