29th Mar 2005 11:05
Banco Bilbao Vizcaya Argentaria SA29 March 2005 (NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES) On March 28, 2005 the Board of Directors of BBVA (the "Offeror") approved thelaunch of a voluntary public exchange offer (the "Offer") for 2,655,660,664.00ordinary shares, each of Euro 0.72 nominal value, with full dividend rights,(the "Shares")of Banca Nazionale del Lavoro ("BNL" or the "Bank") currently notheld by BBVA. The Shares represent 85.675% of the BNL authorised ordinary sharecapital, as set forth under the by-laws of the Bank, and 85.038% of the BNLtotal authorised capital (including saving shares). The Offer is conditionalupon authorizations from relevant authorities. BBVA will file with Consob theOffer Document in the next hours and simultaneously will ask all necessaryauthorizations. BBVA directly holds no. 444,034,181.00 BNL ordinary shares equal to 14.747 % ofthe ordinary share capital subscribed as of today and to 14.634 % of the sharecapital subscribed including saving shares. The consideration for the Offer will be entirely represented by newly issuedBBVA ordinary Shares with full rights, of Euro 0.49 nominal value each. Theexchange ratio shall be: 1 newly issued BBVA ordinary share every 5 BNL ordinaryshares tendered. The Board of Directors of BBVA also resolved to call a General Shareholders'Meeting of BBVA to discuss and resolve on the following agenda: 1) increase inthe corporate capital of BBVA, for a nominal amount of Euro 260,254,745.17 byissuing n. 531,132,133 new ordinary Shares, without preemptive rights forexisting BBVA shareholders, for the purpose of the exchange provided by thepresent Offer and, therefore, to be subscribed via a contribution in kind; 2)delegation of powers to the Board of Directors of BBVA, with power tosub-delegate, to formalise, modify, interpret and execute the resolutionsadopted by such General Shareholders' Meeting of BBVA. The Board of Directors ofBBVA has also resolved to instruct the Chairman and the Company Secretary,severally, to determine the date, place and time of such Meeting, as well as thedate of publication and the other elements of the call, taking into account thegranting of the necessary authorisations that represent conditions precedent tothe start of the Acceptance Period. The approval by BBVA's General Shareholders'Meeting of the aforementioned capital increase is one of the conditionsprecedent to the start of the Acceptance Period. The acquisition of a controlling shareholding in BNL is consistent with thegrowth strategy pursued by BBVA, aimed at improving the Group's positioning inits core sectors of activity (retail banking in Spain, Portugal and SouthAmerica, consumer credit and corporate banking), and at creating value for itsshareholders. BBVA believes that an expansion of the Group, also by means of geographicdiversification of the profits, will lead to the creation of one of the leadingbanks in Europe, able to provide its customers with all the benefits of a globalproduct offering. The Italian market, to which BBVA has attributed a strong strategic value sincebecoming a shareholder of BNL during its privatisation, continues to representfor BBVA an extremely interesting opportunity, not only for its geographicalproximity and cultural affinity with the Spanish market, but also, andpredominantly, for the significant growth potential of the banking sector inItaly. Thanks to its international presence and track record in integrating acquiredentities, BBVA has a strong commercial know-how - already tested with success onsimilar customer bases - and significant expertise in improving managementprocesses. BBVA believes it can successfully drive a restructuring process ofBNL aimed at broadening and improving the quality of the product offering andincreasing operational efficiency. This restructuring process would be based onthe following key strategic initiatives: a) strengthening of the retail network and integration of the Wholesale Banking; b) improvement of the operational efficiency; c) transfer to BNL of systems, processes and competences of BBVA with respect to IT and risk management. The completion of the Offer is conditional upon the following conditionsprecedent, which the Offeror has the option to waive: 1. The Number of Shares tendered is such that, together with the number ofshares already held by BBVA, the total BBVA stake in BNL is greater than 50% ofthe authorised ordinary share capital of BNL; 2. Following the date of launch of the Offer (29 March 2005) and after thestatement following the end of the Acceptance Period below, no adverse eventsoccur for BNL or its subsidiaries and affiliates, including resolutions by theBoard of Directors or the Shareholders' Meeting of BNL or companies of the groupto which it belongs, which are such as to significantly alter the patrimonialand/or financial situation of the Issuer or of the group to which it belongs,with respect to the draft annual report of BNL as of 31 December 2004, with theexception of the operations which are regularly approved, authorised anddisclosed to the market as of the date on which the Offer is promoted; 3. the approval, by the General Meeting of the BBVA Shareholders, of theresolutions regarding the increase of the share capital with the exclusion ofpre-emptive rights, which is necessary for the issuance of the BBVA Shares whichare being offered in exchange; 4. the obtainment, by the end of the Acceptance Period, of any other necessaryauthorisation and of the approvals or registrations in Spain or in Italy or inthe European Union which may be necessary regarding the purchase of the Sharesin connection with the Offer or the issuance of BBVA shares offered in exchange,including, but not limited to, those set forth by banking, securities market,investments in foreign companies, competition laws and other relevantprovisions, or once that such authorisations, approvals or registrations havebeen obtained, they should become invalid, without effect, or amended, or besubject to further conditions; 5. the Acceptance Period starts before 20 June 2005 (included), expect for thecase that the non-occurrence of such condition is upon the Offeror'sresponsibility; 6. the Acceptance Period ends by 30 September 2005 (included), expect for thecase that the non-occurrence of such condition is upon the Offeror'sresponsibility. Should the above conditions and events listed under point 2 above occur, or oneof the remaining conditions not be met, the Offeror reserves the right to waiveeach condition and, with regards to the conditions listed under point 4, theright to partially renounce to the condition with regard to singleauthorisations. In the event that, as a result of the Offer, BBVA holds aparticipation in BNL which, together with any BNL treasury shares, exceeds 90%of the BNL ordinary share capital but is lower than 98% of the BNL ordinaryshare capital, the Offeror states from this very moment its intention to launcha Residual Public Offer pursuant to, and to the effect of, article 108 of theTesto Unico. If, on the other hand, following the Offer, or the Residual Public Offer, BBVAholds a participation in BNL that, together with any BNL treasury shares,exceeds 98% of the ordinary shares of BNL, the Offeror states from this verymoment its intention to resort to the possibility, granted by article 111 of theTesto Unico, to purchase the remaining BNL ordinary shares within 4 months fromthe end of the present Offer. BBVA financial advisors for the purpose of this Offer are Goldman Sachs, MerrillLynch and Morgan Stanley. The agent responsible for the collection of theacceptances is BNP Paribas Securities Services - Milan branch. The BBVA Board of Directors has resolved upon the launch of a buy-back programof own shares pursuant to the EC Regulation no. 2273/2003 of the EuropeanCommission dated 22 December 2003, subject to the following conditionsprecedent: (i) the number of shares to be purchased in the ambit of such programshall not be higher, included the relevant net sale, than 3,5% of the stockcapital of BBVA; (ii) the price of purchase shall be compliant with article 5 ofthe EC Regulation no. 2273/2003, and in any case it shall not be higher thanEuro 14,5 per share; (iii) such program shall remain into force until 30September 2005; (iv) the program targets, pursuant to art. 3 of such Regulation,will be the reduction of the stock capital of BBVA at the end of the program, bymeans of a redemption of the acquired shares that, at the end of the program,will remain within the portfolio of own shares of BBVA; (v) the program will becarried out through a company of the BBVA group, named Corporacion Industrial yde Servicios, S.L., who will be the one to issue the purchase, and as may be,sale orders regarding the shares which are the object of the program. Suchorders will be dealt with by the brokerage department of BBVA. Effective chinesewalls will be established between the persons responsible for the use ofprivileged information directly or indirectly related to BBVA and the personsresponsible for the daily trading on treasury stock of BBVA. 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. 29 March, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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