Obbligazione ACS Actividades de Construcción y Servicios 0% ( FR0126437492 ) in EUR

ACS Actividades de Construcción y Servicios

100.137 EUR ▲

Spagna

FR0126437492 ( in EUR )

09/09/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione ACS Actividades de Construcción y Servicios FR0126437492 in EUR 0%, scaduta

200 000 EUR

10 000 000 EUR

The Obbligazione issued by ACS Actividades de Construcción y Servicios ( Spain ) , in EUR, with the ISIN code FR0126437492, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 09/09/2021

Negotiable Commercial Paper
(Negotiable European Commercial Paper - NEU CP)¹
Trade name of the notes defined in article D.213-1 of the French monetary and financial code

Not guaranteed programme

INFORMATION MEMORANDUM
Name of the programme
ACS Actividades de Construcción y Servicios, S.A., NEU
CP (Programme ID 2035)
Name of the issuer
ACS Actividades de Construcción y Servicios, S.A.
Type of programme
NEU CP
Writing language
English
Programme size
500 000 000 EURO
Guarantor(s)
Not applicable
Rating(s) of the programme
Not rated
Arranger(s)
Credit Agricole CIB
Introduction advisor
Not applicable
Legal advisor
Not applicable
Issuing and paying agent(s) (IPA)
NATIXIS
Dealer(s)
BNP PARIBAS
BRED-BANQUE POPULAIRE
CREDIT AGRICOLE CIB
ING BANK NV
NATIXIS
Date of the information memorandum (dd/mm/yyyy)
4 June 2021

Drawn up pursuant to articles L. 213-0-1 to L. 213-4-1 of the French monetary and financial code

A copy of the information memorandum is sent to:
BANQUE DE FRANCE
Direction générale de la stabilité financière et des opérations (DGSO)
Direction de la mise en oeuvre de la politique monétaire (DMPM)
S2B-1134 Service des Titres de Créances Négociables (STCN)
39, rue Croix des Petits Champs
75049 PARIS CEDEX 01
Avertissement: cette documentation financière étant rédigée dans une langue usuelle en
matière financière autre que le français, l'émetteur invite l'investisseur, le cas échéant, à
recourir à une traduction en français de cette documentation.

The Banque de France invites investors to read the general terms and conditions for the use of
information related to negotiable debt securities:
https://www.banque-france.fr/politique-monetaire/surveillance-et-developpement-des-financements-de-marche-marche-neu-cp-neu-mtn/le-
marche-des-titres-negociables-court-et-moyen-terme-neu-cp-neu-mtn

1

Information marked « Optional » may not be provided by the issuer
because French regulations do not require it

2

IMPORTANT NOTICE
Application has been made to list NEU CP issued under the Programme as described in this Information
Memorandum on the official list of the Luxembourg Stock Exchange and to admit such NEU CP to trading on the
regulated market of the Luxembourg Stock Exchange. The Programme provides that NEU CP may be listed or
admitted to trading, as the case may be, on such other or further stock exchange(s) or market(s) as may be agreed
between the Issuer, the relevant Issuing and Paying Agent and the relevant Dealer. References in this Information
Memorandum to NEU CP being listed shall be construed accordingly. The regulated market of the Luxembourg
Stock Exchange is a regulated market for the purposes of the Directive on Markets in Financial Instruments (Directive
2014/65/EU). The Issuer may also issue unlisted NEU CP and/or NEU CP not admitted to trading on any market.
This Information Memorandum does not constitute a prospectus for the purposes of Article 6 of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation").
This Information Memorandum constitutes an alleviated base prospectus (prospectus allégé) for the purposes of
Chapter 2 Part III of the Luxembourg Act dated 16 July 2019 on prospectuses for securities.
This Information Memorandum should be used for the purpose for which it is published.
The Issuer assumes responsibility for the information contained in this Information Memorandum.
No person is authorized by the Issuer to give any information or to make any representation not contained in this
Information Memorandum and any information or representation not contained therein must not be relied upon as
having been authorized.
GENERAL INFORMATION
1. The Issuer has obtained all necessary consents, approvals and authorizations in connection with the issue and
performance of the NEU CP. The issue of the NEU CP by the Issuer has been authorized under the terms of the
resolution of the Board of Directors of the Issuer dated 31 March 2021.
2. Save as disclosed in this Information Memorandum, there has not been any material adverse change in the
financial statements and prospects of the Issuer since 31 December 2020.
3. The NEU CP will be accepted for clearance and settlement in the Euroclear system and/or by Clearstream.
4. An English language translation of the audited consolidated financial statements (including the auditors' report
thereon, notes thereto and the directors' report) of the Issuer in respect of the years ended 31 December 2020 and
31 December 2019, respectively, and the by-laws of the Issuer will generally be obtainable and will be available, at
the specified offices of the Issuing and Paying Agent during normal business hours so long as any of the NEU CP
are listed on the regulated market of the Luxembourg Stock Exchange and at the website of the Issuer at
www.grupoacs.com.
5. Notices to holders of NEU CP should be published on the Luxembourg SE website www.bourse.lu, so long as
any of the NEU CP are listed on the regulated market of the Luxembourg Stock Exchange.
MiFID II product governance/Target market  Solely for the purposes of the manufacturer['s] product approval
process, the target market assessment in respect of the NEU CP has led to the conclusion that: (i) the target market
for the NEU CP is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the NEU CP to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the NEU CP (a "distributor")
should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the NEU CP (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.

3

1. DESCRIPTION OF THE ISSUANCE PROGRAMME
Articles D. 213-9, 1° and D 213-11 of the French monetary and financial code and Article 6 of the Order of
30 May 2016 and subsequent amendments
1.1
Name of the programme
ACS Actividades de Construcción y Servicios, S.A., NEU CP
(Programme ID 2035)
1.2
Type of programme
NEU CP
1.3
Name of the issuer
ACS Actividades de Construcción y Servicios, S.A.
1.4
Type of issuer
Non-financial company under the conditions set out in art. L
213-3.2 of the French Monetary and Financial Code
1.5
Purpose of the programme
General funding needs.
1.6
Programme size (maximum
500 000 000 EURO
outstanding amount)
Five hundred million EURO or any other currency authorized
by applicable laws and regulations in force in France at the
time of the issue
1.7
Form of the notes
The program securities are negotiable debt securities, issued
in bearer form and are registered in an account with
authorized intermediaries in accordance with current French
legislation and regulations.
1.8
Yield basis
Compensation type(s) : Unrestricted

Compensation rules(s) :

The remuneration of the NEU CP will be unrestricted.
However, if the Issuer issues NEU CP with remuneration
linked to an index, or an index clause, the Issuer shall only
issue NEU CP with remuneration linked to usual money
market indexes, such as and restricted to Euribor, Libor,
EONIA or STR or any successor or substitute thereof.
Interest and/or other amounts payable under the Notes may
be calculated by reference to certain reference rates. Any
such reference rate may constitute a benchmark for the
purposes of Regulation (EU) 2016/1011 (the "Benchmark
Regulation").
The Issuer may use, at its sole discretion, any alternative rate,
including any successor or substitute reference rate endorsed
by competent authorities or central banks (if available) if (i) the
calculations may no longer be made on the basis of the initially
provided reference rate due to such rate being discontinued
or (ii) such initially provided reference rate, in the view of the
Issuer in its sole discretion, has been materially modified or
does not, or whose administrator or sponsor does not, fulfil
any legal or regulatory requirement applicable to such
administrator, sponsor and/or rate and in all such
circumstances, may make such adjustments to the margin or
other terms as it may determine appropriate to account for the
change in reference rate.
In the case of an issue of NEU CP embedding an option of
early redemption, extension or repurchase, as mentioned in
paragraph 1.10 below, the conditions of remuneration of such
NEU CP will be set up when the said NEU CP will be initially
issued and shall not be further modified, including when such
an embedded option of early redemption, extension or
repurchase will be exercised.
1.9
Currencies of issue
Euro or any other currency authorized by applicable laws and
regulations in force in France at the time of the issue
1.10
Maturity
The NEU CP may be redeemed before maturity in accordance
with the laws and regulations applicable in France.

4

The NEU CP issued under the Programme may carry one or
more possibility(ies) of extension of the term (held by either
the Issuer or the holder, or linked to one or several events not
related to either the Issuer or the holder).
The NEU CP issued under the Programme may also carry one
or more possibility(ies) of repurchase before the term (held by
either the Issuer or the holder, or linked to one or several
events not related to either the Issuer or the holder).
A possibility of early redemption, extension or repurchase of
NEU CP, if any, shall be explicitly specified in the confirmation
form of any related issuance of NEU CP.
In any case, the overall maturity of any NEU CP embedded
with one or several of such clauses, shall always - all
possibilities of early redemption, extension or repurchase
included conform to laws and regulations in force in France
at the time of the issue.

The term (maturity date) of the commercial paper shall be
determined in accordance with laws and regulations
applicable in France, which imply that, at the date hereof, the
term of the commercial paper shall not be longer than one
year (365 days or 366 days in a leap year), from the issue date
1.11
Minimum issuance amount
200 000 EURO or any other amount above the stated value
(or equivalent amount in the relevant foreign currency)
1.12
Minimum denomination of the notes
By virtue of regulation (Article D 213-11 of the French
monetary and financial code), the legal minimum face value of
the commercial paper within the framework of this program is
200 000 euros or the equivalent in the currencies selected at
the time of issuance
1.13
Status of the notes
Senior Unsecured
1.14
Governing law that applies to the
Any NEU CP under the Programme will be governed by
programme
French law. All potential disputes related to the issuance of
the NEU CP shall be governed and construed according to
French Law.
1.15
Listing of the notes/Admission to
All of the NEU CP issued under this Programme may be
trading on a regulated market
admitted to trading on the Luxembourg Stock Exchange
pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017.
Whether an issue of NEU CP is listed and/or admitted to
trading can be verified on the website of the Luxembourg
Stock Exchange:
http://www.bourse.lu
1.16
Settlement system
Euroclear France and, if the NEU CP are admitted to trading
on the regulated market of the Luxembourg Stock Exchange,
Clearstream
1.17
Rating(s) of the programme
Not rated
1.18
Guarantor
Not applicable
1.19
Issuing and Paying Agent(s) (IPA) -
NATIXIS
exhaustive list -
1.20
Arranger
Credit Agricole CIB
1.21
Placement method
Dealer(s) :
BNP PARIBAS
BRED-BANQUE POPULAIRE
CREDIT AGRICOLE CIB
ING BANK NV
NATIXIS

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The Issuer may subsequently elect to replace any dealer,
insure the placement himself, or appoint other dealers; an
updated list of such dealers shall be disclosed to investors
upon request to the Issuer
1.22
Selling restrictions
General Restrictions
Each of the Issuer, the Dealers, the other initial subscribers
and the subsequent holders, if any, of the NEU CP issued
under the Programme shall not take any action that would
allow the offering to the public of the NEU CP or the
possession or distribution of this Information Memorandum or
any other document related to the NEU CP in any country or
jurisdiction where such offer or the distribution of any such
instrument or document would contravene the laws and
regulations in force, and shall not offer or sell, whether directly
or indirectly, the NEU CP other than in compliance with such
laws and regulations in force in any such country or
jurisdiction.
Each of the Issuer, the Dealers, the other initial subscribers
and the subsequent holders, if any, agree, or shall be deemed
to have agreed at the date of the purchase of the NEU CP, to
comply with the laws and regulations in force in the country in
which they offer or sell such NEU CP or hold or distribute this
Information Memorandum and to obtain all authorizations or
consents required under any laws and regulations in force in
all countries for that purpose. Neither the Issuer nor any of its
Dealers shall incur any liability resulting from the violation of
such laws and regulations by any of the other Dealers or initial
subscribers, or subsequent holders, if any, of the NEU CP.
France
Each of the Issuer, the Dealers, the other initial subscribers
and the subsequent holders, if any, agrees, or shall be
deemed to have agreed at the date of the purchase of the
NEU CP that:
· it has only offered or sold, and will only offer or sell,
directly or indirectly, the NEU CP in France; and
· it has only distributed or caused to be distributed and will
only distribute or cause to be distributed in France, the
Information Memorandum or any other offering material
relating to the NEU CP,
to qualified investors (investisseurs qualifiés), as defined in
article 2(e) of the Prospectus Regulation and in accordance
with any applicable French laws and regulations.
The Information Memorandum has not been submitted for
clearance to the Autorité des marchés financiers.
Spain
Each of the Dealers and the Issuer has represented and
agreed, and each further dealer appointed under the
Programme will be required to represent and agree, that the
NEU CP will not be offered, sold or distributed, nor will any
subsequent resale of NEU CP be carried out in Spain, except
in circumstances which do not constitute a public offer of
securities in Spain within the meaning of the Restated Text of
the Spanish Securities Market Law (Texto Refundido del
Mercado de Valores), approved by Legislative Royal Decree
4/2015, of 23 October, or without complying with all legal and
regulatory requirements under Spanish securities laws.
Neither the NEU CP nor the Information Memorandum have
been registered with the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores)

6

and therefore the Information Memorandum is not intended for
any public offer of the NEU CP in Spain.
United States of America
The NEU CP have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, (the "Securities
Act") and may not be offered, sold or delivered within the
United States of America, or to, or for the account or benefit
of, U.S. persons except in certain transactions exempt from
the registration requirements of the Securities Act. Terms
used in this paragraph have the meanings given them by
Regulation S under the Securities Act ("Regulation S").
Each Dealer or subsequent dealer appointed to the
Programme has represented and agreed that, except as
permitted by the dealer agreement (as applicable), it has not
offered, sold, or delivered, and will not offer, sell or deliver,
whether directly or indirectly, the NEU CP within the United
States of America or to or for the account or benefit of U.S.
persons (i) as part of their distribution at any time and (ii)
otherwise until the day immediately following 40 days after the
completion of the distribution of the NEU CP, and it will have
sent to each dealer (if any) to which it sells NEU CP during the
distribution compliance period a confirmation or other notice
setting forth the restrictions on offers and sales of NEU CP
within the United States or to, for the account or benefit of,
U.S. persons. Terms used in this paragraph have the
meanings given to them by Regulation S.
The NEU CP are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S.
In addition, until 40 days after the commencement of the
offering of the NEU CP, any offer or sale of the NEU CP within
the United States by any dealer (whether or not participating
in the offering) may violate the registration requirements of the
Securities Act.
Prohibition of Sales to UK Retail Investors
Each Dealer has represented and agreed, and each further
Dealer appointed under the Programme will be required to
represent and agree, that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make
available any Notes which are the subject of the offering
contemplated by this Information Memorandum as completed
by the Final Terms in relation thereto to any retail investor in
the United Kingdom.
For the purposes of this provision, the expression "retail
investor" means a person who is one (or more) of the
following:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No. 2017/565 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or
a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 ("FSMA") and any
rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the EUWA.
1.23
Taxation
The Issuer is not bound to indemnify any holder of the NEU
CP in the event that taxes are payable under French law,
Spanish law (as described below) or any other foreign law on

7

any sum paid in respect of, or the interest on the NEU CP,
except for any stamp or registration taxes that could be
payable by the Issuer under French law.
Taxation in the Kingdom of Spain
The following is a general description of certain Spanish tax
considerations. The information provided below does not
purport to be a complete summary of tax law and practice
applicable in the Kingdom of Spain as at the date of this
Information Memorandum and is subject to any changes in
law and the interpretation and application thereof, which could
be made with retroactive effect.
Introduction
This information has been prepared in accordance with the
following Spanish tax legislation in force at the date of this
Information Memorandum:
(a) of general application, Additional Provision One of Law
10/2014 of 26 June ("Law 10/2014"), on organization,
supervision and solvency of credit institutions, as well as
Royal Decree 1065/2007, of 27 July, approving the General
Regulations of the tax inspection and management
procedures and developing the common rules of the
procedures to apply taxes, as amended by Royal Decree
1145/2011 of 29 July ("Royal Decree 1065/2007");
establishing information obligations in relation to preferential
holdings and other debt instruments;
(b) for individuals with tax residency in Spain who are
personal income tax ("Personal Income Tax") tax payers,
Law 35/2006, of 28 November 2006 on Personal Income Tax
and on the partial amendment of the Corporate Income Tax
Law, Non Residents Income Tax Law and Wealth Tax Law as
amended by Law 26/2014 of, 27 November and Royal
Decree-law 9/2015, of 15 July (the "Personal Income Tax
Law"), and Royal Decree 439/2007, of 30 March 2007
promulgating the Personal Income Tax Regulations as
amended, along with Law 19/1991, of 6 June 1991 on Wealth
Tax as amended and Law 29/1987, of 18 December 1987 on
Inheritance and Gift Tax as amended;
(c) for legal entities resident for tax purposes in Spain
which are corporate income tax ("Corporate Income Tax")
taxpayers, Law 27/2014, of 27 November, of the Corporate
Income Tax Law as amended and Royal Decree 634/2015, of
10 July promulgating the Corporate Income Tax Regulations
(the "Corporate Income Tax Regulations"); and
(d) for individuals and legal entities who are not resident
for tax purposes in Spain and are non-resident income tax
("Non-Resident Income Tax") taxpayers, Royal Legislative
Decree 5/2004, of 5 March 2004 promulgating the
Consolidated Text of the Non-Resident Income Tax Law as
amended , and Royal Decree 1776/2004, of 30 July
promulgating the Non-Resident Income Tax Regulations as
amended, along with Law 19/1991, of 6 June 1991 on Wealth
Tax and Law 29/1987, of 18 December 1987 on Inheritance
and Gift Tax as amended.
Whatever the nature and residence of the holder of a
beneficial interest in the NEU CP (each, a "Beneficial
Owner"), the acquisition and transfer of the NEU CP will be
exempt from indirect taxes in Spain, for example exempt from
transfer tax and stamp duty, in accordance with the
consolidated text of such tax promulgated by Royal
Legislative Decree 1/1993, of 24 September 1993, and

8

exempt from value added tax, in accordance with Law
37/1992, of 28 December 1992 regulating such tax.
INDIVIDUALS WITH TAX RESIDENCY IN SPAIN
Personal Income Tax (Impuesto sobre la Renta de las
Personas Físicas)
Both interest periodically received and income deriving from
the transfer, redemption or repayment of the NEU CP would
constitute a return on investment obtained from the transfer of
own capital to third parties in accordance with the provisions
of Section 25.2 of the Personal Income Tax Law, and should
be included in each investor's taxable savings and taxed at
the tax rate applicable from time to time, currently at the rate
of 19 per cent. for taxable income up to 6,000, 21 per cent.
for taxable income between 6,000.01 and 50,000; 23% for
taxable income between 50,000.01 and 200,000; and 26%
for taxable income exceeding 200,000.
As a general rule, both types of income are subject to a
withholding tax on account at the rate of 19 per cent. .
However, if the NEU CP is registered with a clearing system
outside of Spain, according to Section 44.5 of Royal Decree
1065/2007, of 27 July, the Issuer will make interest payments
to individual holders who are resident for tax purposes in
Spain without withholding provided that the relevant
information about the NEU CP is submitted. In addition,
income obtained upon transfer, redemption or repayment of
the Notes may also be paid free of Spanish withholding tax in
certain circumstances.
Notwithstanding the above, withholding tax at the applicable
rate of 19 per cent. may have to be deducted by other entities
(such as depositaries, institutions or financial entities)
provided that such entities are resident for tax purposes in
Spain or have a permanent establishment in Spanish territory.
In any event, individual holders may credit the withholding
against their Personal Income Tax liability for the relevant
fiscal year and may be refundable pursuant to Section 103 of
the Personal Income Tax Law.
Wealth Tax (Impuesto sobre el Patrimonio)
Individuals with tax residency in Spain are subject to Wealth
Tax to the extent that their net worth exceeds 700,000
(subject to any exceptions provided under relevant legislation
in an autonomous region (Comunidad Autónoma). Therefore,
they should take into account the average trading value of the
last quarter of the year regarding the NEU CP which they hold
as at 31 December in each year, the applicable rates ranging
between 0.2 per cent. and 3.5 per cent (subject to any different
rate provided under relevant legislation in each Spanish
autonomous region (Comunidad Autónoma).
Inheritance and Gift Tax (Impuesto sobre Sucesiones y
Donaciones)
Individuals with tax residency in Spain who acquire ownership
or other rights over any NEU CP by inheritance, gift or legacy
will be subject to inheritance and gift tax in accordance with
the applicable Spanish regional or federal rules. As at the date
of this Information Memorandum, the applicable tax rates
currently range between 7.65 per cent. and 34 per cent.
Relevant factors applied (such as previous net wealth or
relationship among transferor and transferee) determine the
final effective tax rate that range, as of the date of this

9

Information Memorandum, between 0 per cent. and 81.6 per
cent.
LEGAL ENTITIES WITH TAX RESIDENCY IN SPAIN
Corporate Income Tax (Impuesto sobre Sociedades)
Both interest periodically received and payments of income
deriving from the transfer, redemption or repayment of the
NEU CP constitute a return on investments for tax purposes
obtained from the transfer to third parties of own capital and
would have to be included in profit and taxable income of legal
entities with tax residency in Spain for Corporate Income Tax
purposes in accordance with the rules for Corporate Income
Tax and subject to the general rate of 25 per cent. . Special
rates apply in respect of certain types of entities.
In accordance with Section 44.5 of Royal Decree 1065/2007,
of 27 July, there is no obligation to withhold on income payable
to Spanish CIT taxpayers (which for the sake of clarity, include
Spanish tax resident investment funds and Spanish tax
resident pension funds). Consequently, the Issuer will not
withhold on interest payments to Spanish CIT taxpayers
provided that the relevant information about the NEU CP is
submitted. However, in the case of the NEU CP held by
Spanish resident entities and deposited with a Spanish
resident entity acting as a depositary or custodian payments
of interest under the NEU CP may be subject to withholding
tax at the applicable rate of 19 per cent. if the NEU CP do not
comply with the relevant exemption requirements specified in
letter s) of article 61 of the CIT Regulations, as interpreted by
the ruling nº 1500/2004 issued by the Spanish General
Directorate for Taxes (Dirección General de Tributos) dated
27 July 2004, which requires that (i) the Notes are offered and
sold outside of Spain, in other OECD jurisdiction, and (ii) the
Notes are admitted to trading in an organised market of a
OECD jurisdiction other than Spain.
Notwithstanding the above, amounts withheld, if any, may be
credited by the relevant investors against their final CIT
liability.
Wealth Tax (Impuesto sobre el Patrimonio)
Spanish resident legal entities are not subject to Wealth Tax.
Inheritance and Gift Tax (Impuesto sobre Sucesiones y
Donaciones)
Legal entities tax resident in Spain which acquire ownership
or other rights over the NEU CP by inheritance, gift or legacy
are not subject to inheritance and gift tax and must include the
value of the NEU CP in accordance with Spanish GAAP in
their taxable income for Spanish Corporate Income Tax
purposes.
INDIVIDUALS AND LEGAL ENTITIES WITH NO TAX
RESIDENCY IN SPAIN
Non-Resident Income Tax (Impuesto sobre la Renta de No
Residentes)
(1) Non-Spanish resident investors acting through a
permanent establishment in Spain.
Ownership of the NEU CP by investors who are not resident
for tax purposes in Spain will not in itself create the existence
of a permanent establishment in Spain.
If the NEU CP form part of the assets of a permanent
establishment in Spain of a person or legal entity who is not

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