18th May 2005 17:42
Banco Bilbao Vizcaya Argentaria SA18 May 2005 "BBVA, S.A.", pursuant to the provisions of article 82 of the SpanishSecurities Market Act, proceeds by means of the present document to notify thefollowing: RELEVANT EVENT On May 13, the Bank of Italy authorized BBVA the acquisition, through a publicexchange offer, of a participation greater than 50% in the share capital of BNL,although it has indicated that, at this point, the authorization does notinclude a lower percentage. Having obtained such necessary authorization from the Bank of Italy, and inexecution of the decision of the Board of Directors of BBVA announced to themarket on March 29, an Extraordinary Meeting of Shareholders of BBVA has beencalled, and will meet in Bilbao, in the Palacio Euskalduna, calle Abandoibarra, 4, at first call on June 13, at 12.00, and at second call, on June 14, same time and place, with the following agenda: ONE.- To increase the share capital of Banco Bilbao Vizcaya Argentaria, S.A. bya nominal amount of €260,254,745.17, by issuing 531,132,133 new ordinary shares,excluding preferential subscription rights, to cover the share swap establishedin the public bid made to acquire the ordinary shares of BANCO NAZIONALE DELLAVORO S.p.A. This issue shall thus be fully paid up against a non-cashconsideration, with the express expectation that the increase will not becompletely subscribed. The issue price for the share issue (face value plusissue premium) shall be equal to the closing price of BBVA stock on the lasttrading day prior to the EGM approving this increase, provided said price ishigher than 4.59 euros (net book value per existing BBVA share) and not higherthan 12.60 euros (closing price of BBVA stock on 18th March 2005, the date whenBBVA disclosed its intention to carry out the operation to the market). To delegate powers to the board of directors, under article 153.1 a) of theCompany Act, to establish the date on which the agreement shall be implemented,fully or in part, within the limits resolved and according to the outcome of theaforementioned takeover bid. Also to empower the board to determine the termsand conditions of the capital increase not agreed by the EGM and, in particular,to determine the figure for which the capital increase will finally be made.Also to empower the board to re-word article 5 of the company bylaws regardingshare capital. Request to list the new shares. TWO.- Conferral of authority to the board of directors, with powers ofsubstitution, to formalise, correct, interpret and implement the resolutionsadopted by the EGM. Excluded markets The Offer is exclusively promoted on the Italian market, the sole regulatedmarket on which the Shares are negotiated. The Offer is not being made and willnot be made in or into the United States and in any other State in which suchdistribution is subject to restrictions or limitations pursuant to laws in forcein such states (the "Excluded States"). Excluded States are without limitationsUnited States of America, Japan, Canada and Australia. This document, and anyand all materials related to the Offer, that the Issuer or the Offeror and anyother person interested in the Offer may issue, should not be sent or otherwisedistributed in or into the United States and in the Excluded States, whether byuse of the United States of the Excluded States mail or by any means orinstrumentality of United States or of the Excluded States interstate or foreigncommerce (including, but without limitation, the mail, facsimile transmission,telex, telephone and the Internet) or any facility of a United States nationalsecurities exchange or Excluded States, and the Offer cannot be accepted by anysuch use, means or instrumentality, in or from within the United States orExcluded States. Accordingly, copies of this document, the Offer Document andany related materials are not being, and must not be, sent or otherwisedistributed in or into or from the United States and Excluded States or, intheir capacities as such, to custodians, trustees or nominees holding BNL Sharesfor United States and Excluded States, and persons receiving any such documents(including custodians, nominees and trustees) must not distribute or send themin, into or from the United States and Excluded States. Any purportedacceptance of the Offer resulting directly or indirectly from a violation ofthese restrictions will be invalid. No BNL Shares are being solicited from aresident of the United States and Excluded States and, if sent in response by aresident of the United States and Excluded States, will not be accepted. This document is not an offer to sell, or the solicitation of an offer to buy,securities in the United States and Excluded States. The BBVA Shares beingoffered in exchange for BNL shares have not been and will not be registeredunder the United States Securities Act of 1933 (the "US Securities Act") orunder the securities laws of any state of the United States and Excluded States,and are offered solely outside the United States and Excluded States in offshoretransactions in compliance with Regulation S under the US Securities Act.Consequently, no BBVA Shares delivered in exchange for BNL Shares pursuant tothe Offer may be offered, sold or delivered directly or indirectly in the UnitedStates and Excluded States, except pursuant to an exemption from registration. Madrid, May 18, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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