30th Jun 2005 12:07
Banco Bilbao Vizcaya Argentaria SA30 June 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 BBVA announces, with regard to its public offer over Banca Nazionale del Lavoro,S.p.A. (BNL), that Bank of Italy has given, in answer to a request by BBVA, anauthentic interpretation of its authorisation permitting the acquisition ofcontrol of BNL, granted on May 13, 2005, whereby it considers suchauthorisation not conditional upon the acquisition of over 50% of the ordinaryshare capital of BNL. The absence of such condition allows BBVA to beconsidered authorised to acquire a participation equal to or lower than 50% ofthe ordinary share capital of BNL, as long as it permits the exercise ofeffective control over BNL, which will be verified by the Bank of Italy in viewof the result of the offer. In relation to such clarifying interpretation, BBVA has requested the Bank ofItaly to recognise from this moment, given the present shareholder structure andthe system to choose the board of directors provided for in the by-laws of BNL(system of lists with premium for the majority), that any stake resulting fromthe public offer which is greater than 30% would allow for the control of BNLaccording to the concept of "dominant influence" provided for in the article23.2 , of the "Testo unico delle leggi in materia bancaria e creditizia". On the other hand, on June 16, 2005, BBVA filed with the Bank of Italy a requestfor authorization for the acquisition, always in the context of the publicoffer, of a stake up to 30% of the ordinary share capital of BNL. As soon as BBVA receives the corresponding answers from the Bank of Italy, itwill agree with the CONSOB the publication of an amendment to the OfferingDocument as is foreseen in article 38.5 of 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, June 30, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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