22nd Jul 2005 14:38
Banco Bilbao Vizcaya Argentaria SA22 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: SIGNIFICANT EVENT BBVA announces that this morning it has informed the other members of the BNLShareholder Agreement executed on April 28, 2004, of its analysis of thesituation created after Unipol's announcement of July 18, 2005. As is well known, Unipol disclosed several shareholder agreements with certainentities that had previously acquired significant participations in BNL that,added to the stake already declared by Unipol, gave them control over 46,95% ofBNL share capital. Unipol has not launched a competitor offer over BBVA's buthas only announced that it will in the future launch a compulsory offer - it isobliged to do so according to Italian law- of which only partial information hasbeen provided. Once the full contents of the acquisitions and the shareholder agreements areknown, it will be the supervisors and eventually the judicial authorities theones in charge of evaluating whether such acquisitions and agreements have beenexecuted according to law, and of determining their consequences. However, the fact than such high percentage of the share capital has committednot to adhere to BBVA's offer, and that other significant stakes are owned byother entities which in the past months have acted in a manner coinciding withUnipol's and its partners', make foreseeable that BBVA's offer will not beaccepted by a number of shareholders representing a percentage that will allowBBVA to reach a stake over 50% in BNL. BBVA has informed its partners - and through this announcement informs themarkets - that in this situation it will not acquire the BNL shares acceptingthe offer if such shares do not allow it to acquire the majority of the sharecapital, as BBVA will not waive the condition precedent of the offer whichrequires that the offer must be accepted by a number of shares that, added tothe prior stake of BBVA in BNL, represent a percentage higher than 50%. BBVA regrets that as a consequence of Unipol's and its partners' behaviour, BNLshareholders will not be able to benefit from the only offer in force currently.This offer, taking into account yesterday's closing market price, is financiallymore beneficial than the offer that Unipol has announced it will launch, whichdepends among other factors, on the granting of the necessary authorizations andon the financial guarantees required by law. BBVA also regrets that these factsdo not allow the implementation of the business plan proposed by BBVA for BNL,which meant including BNL in a group of greater solvency and better ratings, andprovided for significant investments to improve its commercial and competitivecapacities. 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 22, 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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