14th Jun 2005 12:24
Banco Bilbao Vizcaya Argentaria SA14 June 2005 "BBVA, S.A.", pursuant to the provisions of article 82 of the Spanish SecuritiesMarket Act, proceeds by means of the present document to notify the following: SIGNIFICANT EVENT Extraordinary General Meeting of shareholders BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 14 June 2005 RESOLUTIONS PASSED First resolution.- INCREASE OF SHARE CAPITAL TO BE EXCHANGED FOR A NONCASH CONSIDERATION To increase BBVA share capital by a nominal amount of two-hundred and sixtymillion, two-hundred and fifty-four thousand, seven-hundred and fortyfive eurosseventeen cents (€260,254,745.17), by issuing and putting into circulationfive-hundred and thirty-one million, one-hundred and thirty-two thousand,one-hundred and thirty-three (531,132,133) ordinary shares, each of 0.49 eurosface value, of the same class and series as existing BBVA shares, represented inbook entries, in order to cover the sum established in the public bid (the"Bid") intended to acquire up to 2,655,660,664 (two billion, six-hundred andfifty-five million, six-hundred and sixty thousand, six-hundred and sixty-four)ordinary shares in the Banca Nazionale del Laboro SpA ("BNL"). 1.1. Issue price The shares shall be issued at an issue price (nominal price plus issue premium)equal to the price of BBVA stock on closing of the previous day's tradingimmediately before the EGM that approves this increase, provided said closingprice is above 4.59 euros (net book value per share of already existing BBVAshares as acredited in the report from an accounts auditor other than thecompany's own auditor, as established in article 159.1 of the Company Act,according to the financial statements audited to 31st December 2004) and nothigher than 12.60 euros (average of closing price of BBVA stock on 18th March2005, date on which the operation is announced). Should the closing price of BBVA stock on the trading day prior to the EGMapproving this increase not be higher than 4.59 euros (net book value per share)the issue price will be 4.60 euros. Should said closing price be higher than12.60 euros, the issue price per share will be 12.60 euros. To such effects, theclosing price shall be the price published as such by the Sistema deInterconexion Bursatil (SIBE). The issue premium shall be the difference between the issue price determinedaccording to the above provisions and the face value of the shares (0.49 euros)and the Board of Directors will tell it. 1.2. Target of increase - Consideration The shares targeted through this increase shall be fully subscribed and paid upby a non-cash consideration comprising ordinary shares of the Italian companyBNL listed on the Mercato Telematico Azionario organised and managed by BorsaItaliana, in the ratio of five (5) ordinary BNL shares for each one (1) newlyissued share in Banco Bilbao Vizcaya Argentaria, S.A. 1.3. Incomplete subscription Pursuant to article 161.1 of the Company Act, the possibility of incompletesubscription to the increase is expressly foreseen. Consequently, should the Bid not be accepted by all the holders of ordinary BNLshares targeted by it, this resolution to increase BBVA capital will beimplemented to the amount corresponding to the Banco Bilbao Vizcaya Argentaria,S.A. shares effectively subscribed and paid up, the remaining amount being leftnull and void. 1.4. Exclusion of pre-emptive subscription rights With respect to the requirements of corporate interest, and in order to permitthe new BBVA shares to be subscribed and paid up by holders of ordinary BNLstock that they will swap for them, a total waiver is placed on the preferentialsubscription right of BBVA share holders and convertible bond holders. To such effects, pursuant to 1.1 above, the issue price must be higher than thenet book value of BBVA stock, as accredited in the report issued by an auditorof accounts other than the company's current auditor, in compliance with article159.1 of the Company Act. 1.5. Rights of the new shares The newly issued shares shall be ordinary shares, the same as those currently incirculation. They shall be represented by book entries to be recorded bySociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion deValores, S.A. (Iberclear) and its partner companies. The new shares will grant holders the right to participate in any payout ofcorporate earnings that may be distributed after the date of their inclusion onthe Iberclear books and in the net worth resulting from liquidation. 1.6. Suspensive Condition This capital increase is subject to the effective implementation, developmentand conclusion of the Bid launched by BBVA over ordinary BNL shares, and thegranting of due authorisations or permits and the success of any arrangementsthat may be necessary to complete the process. 1.7. Application of the special tax regime established in Chapter VIII of Part VII of the Consolidated Text of the Company Tax Act Pursuant to article 96 of the consolidated text of the Company Tax Act approvedby legislative royal decree 4/2004, it is resolved to choose to apply thespecial tax regime established under Chapter VIII of Part VII and in the SecondAdditional Provision of the aforementioned consolidated text of the Company TaxAct with respect to the capital increase for a non-cash consideration comprisingBNL stock. 1.8. Request to list the new shares It is resolved to request admission to trading of the new shares to be issued,subscribed and paid up by virtue of the above resolutions, on the SecuritiesMarkets of Madrid, Barcelona, Bilbao and Valencia, through the electronictrading system (Sistema de Interconexion Bursatil, Mercado Continuo). It isfurther resolved to take necessary measures and actions to submit any documentsrequired to the competent bodies of Securities Exchanges abroad where BBVAshares are listed at the time of issue, so that the new shares issued as aconsequence of the capital increase herein resolved can also be listed there. To such effects, authority is conferred on the board of directors and theexecutive committee, with express rights of substitution in both cases, oncethis resolution has been executed, to make the corresponding applications, drawup and present any documents deemed appropriate in the terms they consideradvisable, and take any measures that may be necessary for such purpose. Should the securities issued by virtue of this delegation later be de-listed,the request to de-list them shall comply with the provisions of article 27 ofthe Exchange Regulations and guarantee the interests of shareholders or bondholders who oppose or do not vote for the de-listing resolution, therebysatisfying the requirements of the Companies Act and other similar provisions.All this must meet the stipulations of said Exchange Regulations, the SecuritiesExchange Law and its accompanying provisions. 1.9. Amendment of Bylaws As a consequence of this capital increase, article 5 of the company bylaws willbe amended. Provided the share capital increase resolved is fully subscribed anddrawn up, article 5 will read as follows: "Article 5. Share Capital The bank's share capital is ONE-THOUSAND NINE-HUNDRED AND TWENTY-ONE MILLION, SEVEN-HUNDRED AND SEVENTY-TWO THOUSAND, TWO-HUNDRED AND FORTY-SIX EUROS TWENTYOUR CENTS (1,921,772,246.24), represented by THREE-THOUSAND NINE-HUNDRED AND TWENTY-ONE MILLION, NINE-HUNDRED AND EIGHTY-FOUR THOUSAND, ONE-HUNDRED AND SEVENTYSIX (3,921,984,176) shares, each of FORTY-NINE (49) EURO-CENTS face value, all of the same class and series, fully subscribed and paid up. " 1.10. Proxy The board of directors is authorised to delegate in turn to its executivecommittee with express powers of substitution, all powers necessary to decidewithin a maximum term of one year the date on which this increase shall be putinto effect, fully or partially, within the limits established. Likewise, todetermine the opening and closing dates of the bidding period, and even todecide not to implement this capital issue should the terms of the Bid bealtered. In such event, the board may approve a capital increase different fromthe one resolved herein, pursuant to the authorisation conferred by the AGM,28th February 2004, in compliance with article 153.1 b) of the Company Act. Theboard is likewise empowered, with authorisation to delegate in turn to itsexecutive committee, with express powers of substitution, to determine thefigure for which the capital increase will finally be made, including incompletesubscription of the increase, the way the contribution and swap of shares shallproceed, and the amended wording of article 5 of the company bylaws, to adapt itto the new figure for share capital and the number of shares resulting from thenew issue, and to establish the terms and conditions of the increase that arenot established by this EGM. Finally, the board is empowered to do thefollowing, and authorised to delegate in turn to its executive committee withexpress powers of substitution: to take such measures as they deem necessary inany jurisdiction where the BBVA shares are traded, listed or a listingapplication has been made; to draw up any protocols, applications,communications or notifications required by applicable law in each competentjurisdiction; to take such measures as they deem necessary before any nationalor foreign competent authorities; to approve and sign such public and privatedocuments as may be necessary or appropriate for the full enforcement of theresolutions to increase capital; to implement the choice of special tax regime established in Chapter VIII of Part VII and the second additionalprovision of the consolidated text of the Company Tax Law and to appreciatecompliance with the condition to which the execution of the present capitalincrease is subject. Second resolution.- To confer on the board of directors, with express powers of substitution by theexecutive committee or the director(s) it deems pertinent, the broadestauthority at law necessary for the fullest execution of the resolutions adoptedby this EGM. The board or its substitute may establish, complete, develop andamend the resolutions adopted by this EGM making such arrangements as may benecessary with the Bank of Spain, the Treasury and Financial Policy Department,the CNMV (Spanish Securities Market Commission), the body overseeing electronicbook-entry trading, the Company Registry and any other public or privateorganisations. To such effects, they may (i) establish, complete, develop,amend, correct omissions and adapt said resolutions in accordance with theverbal or written recommendation of the Company Registry and any otherauthorities, government officers or competent institutions; (ii) draw up andpublish announcements required by law; (iii) grant any public or privatedocuments deems necessary or advisable and (iv) take such steps as necessary oradvisable to put the resolutions into effect, and in particular, to have themlodged with the Company Registry or other registries where they should be filed. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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