29th Mar 2005 11:13
Banco Bilbao Vizcaya Argentaria SA29 March 2005 (NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES) NOTICE UNDER ARTICLE 37, (2) OF THE CONSOB REGULATION NO. 11971/1999 Banco Bilbao Vizcaya Argentaria ("BBVA") informs the market that it has carriedout the filing with the Commissione Nazionale per la Borsa ("Consob") of thecommunication pursuant to article 102 (1) Law Decree no. 58/1998 (the"Communication") regarding its intention to launch a voluntary public exchangeoffer (the "Offer") for the entire ordinary share capital of Banca Nazionale delLavoro ("BNL" or the "Bank") currently not held by BBVA, equal to the aggregateamount of 2,655,660,664 ordinary shares, of the nominal value Euro 0.72 each,full dividend rights (the "Shares"), equivalent to 85.675% of the BNL issuedordinary share capital, as set forth under the by-laws of BNL, and 85.038% ofthe BNL authorised ordinary share capital (inclusive of the saving shares). With respect to the terms and the conditions of the Offer, BBVA confirms andfully bear out what stated in the preceding press release issued this morning. 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, 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 persons, and persons receiving any suchdocuments (including custodians, nominees and trustees) must not distribute orsend them in, 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. 29 March, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bbva Ord