25th Jul 2005 07:00
Banco Bilbao Vizcaya Argentaria SA22 July 2005 Public exchange offer of ordinary shares of BANCA NAZIONALE DEL LAVORO S.p.A. Announcement of the closing of the acceptance period BBVA announces that, at the closing of the acceptance period of the publicexchange offer launched over the ordinary shares of Banca Nazionale del LavoroS.p.A (BNL) (hereinafter the "Offer"), according to the notice made to Borsa deItalia by BNP Paribas Securities Services, 22.525.491 shares have accepted theOffer, representing 0,848% of the ordinary share capital of BNL. Such shares, together with the ones previously owned by BBVA, do not represent apercentage greater than 50% of the ordinary share capital of BNL; consequentlythe Condition Precedent provided for in paragraph D.2.1. of the Prospectus hasnot been fulfilled, and therefore the Offer has not been perfected. As provided in the Prospectus, the shares which have accepted the Offer will beput at the disposal of the title owners on the second market day following thepresent Announcement of the Closing of the Acceptance Period. 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 purported acceptanceof the Offer resulting directly or indirectly from a violation of theserestrictions will be invalid. No BNL Shares are being solicited from a residentof the United States and Excluded States and, if sent in response by a residentof 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 22, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord