15th Jul 2005 17:49
Banco Bilbao Vizcaya Argentaria SA15 July 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 Further to the relevant event published on June 30, 2005, BBVA announces thattoday the Bank of Italy communicated that, in the event that at the end of thecurrent public offer, BBVA understands that it can exercise effective controlover Banca Nazionale del Lavoro, S.p.A. (BNL), through a participation equal toor lower than 50% of the ordinary share capital, the Bank of Italy will verifythe possibility of exercising such effective control in view of the result ofthe public offer. The Bank of Italy has not indicated a specific time frame inwhich it will carry out such verification, noting that "it will take intoconsideration the necessity of a quick resolution of the verification process". On this day, Bank of Italy has also authorised BBVA to acquire, always in thecontext of the public offer, a participation not greater than 30% of theordinary share capital of BNL. In view of such communications of the Bank of Italy, BBVA will publish on July19, 2005, an amendment to the Offering Document as is foreseen in article 38.5of the CONSOB Regulation on issuers. 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, July 15, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord