EXCHANGE OFFER
05 Octobre 2009 - 4:32PM
UK Regulatory
TIDM49AF
RNS Number : 2531A
BBVA International Pref S.A
05 October 2009
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO,
THE UNITED STATES OR ITALY OR TO ANY UNITED STATES OR ITALIAN PERSON (SEE "OFFER
RESTRICTIONS" BELOW)
5 October 2009
BBVA INTERNATIONAL PREFERRED, S.A. UNIPERSONAL ANNOUNCES INVITATION TO EXCHANGE
CERTAIN EXISTING EURO AND STERLING TIER 1 HYBRID SECURITIES INTO NEW TIER 1
SECURITIES
BBVA International Preferred, S.A. Unipersonal ("BBVA International Preferred"),
a wholly owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A.
("BBVA"), has today invited holders of its 3 series of existing Euro and
Sterling denominated Tier 1 hybrid securities described below (the "Existing
Securities") to offer to exchange any and all of their Existing Securities for
new Euro and Sterling denominated Tier 1 hybrid securities (the "New
Securities") described below (the "Exchange Offers").
Objectives of the Exchange Offers
The market for perpetual subordinated securities issued by financial
institutions has widened meaningfully in recent years. In view of the relatively
high cost to refinance the Existing Securities on their scheduled call dates,
BBVA International Preferred has decided to undertake the Exchange Offers, which
will provide holders with an opportunity to receive New Securities that are in
line with current market pricing and a one-time cash payment, as described
further below. Following the Exchange Offers, redemption decisions in respect of
perpetual debt securities will be made on an economic basis.
Any gains realised through the Exchange Offers will further strengthen BBVA's
balance sheet.
Description of the Exchange Offers
The Existing Securities are all perpetual securities issued by BBVA
International Preferred:
+----------------+---+--------------+----------+---------+----------+----------+-----------+----------+
| Series | | Distribution | Currency | Issue | Call | Exchange | Cash | New |
| and ISIN | | Rate (%) | |Amount. | Date | Ratio | Incentive | Security |
| | | | | (MM) | | (%) | Amount | |
+----------------+---+--------------+----------+---------+----------+----------+-----------+----------+
| Series | | 3.798 | EUR | 550 | 22/09/15 | 81.5 | EUR80 per | Euro New |
| A XS0229864060 | | | | | | | EUR1,000 | Security |
+----------------+---+--------------+----------+---------+----------+----------+-----------+----------+
| Series | | 4.952 | EUR | 500 | 20/09/16 | 81.5 | EUR80 per | Euro New |
| B XS0266971745 | | | | | | | EUR1,000 | Security |
+----------------+---+--------------+----------+---------+----------+----------+-----------+----------+
| Series | | 7.093 | GBP | 400 | 19/07/12 | 69.0 | GBP100 | Sterling |
| D XS0308305803 | | | | | | | per | New |
| | | | | | | | GBP1,000 | Security |
+----------------+---+--------------+----------+---------+----------+----------+-----------+----------+
The New Securities:
+----------+---------------+----------+-----------------------------------+
| Security | Issuer | Currency | Structure and Distribution |
+----------+---------------+----------+-----------------------------------+
| Euro New | BBVA | EUR | Series E 8.5% Perp NC5 |
| Security | International | | Fixed/Floating Rate |
| | Preferred, | | Non-Cumulative Perpetual |
| | S.A. | | Guaranteed Preferred Securities |
| | Unipersonal | | |
+----------+---------------+----------+-----------------------------------+
| Sterling | BBVA | GBP | Series F 9.1% Perp NC5 |
| New | International | | Fixed/Floating Rate |
| Security | Preferred, | | Non-Cumulative Perpetual |
| | S.A. | | Guaranteed Preferred Securities |
| | Unipersonal | | |
+----------+---------------+----------+-----------------------------------+
Timetable of the Exchange Offers
+--------------+--------------+
| Date | Event |
| and | |
| Time | |
+--------------+--------------+
| 3:30 | Commencement |
| p.m. CET, | of the |
| on 5 October | Exchange |
| 2009 | Offers |
+--------------+--------------+
| 5 p.m. | Exchange |
| CET, | Offer |
| on 14 | Deadline, |
| October | unless |
| 2009 | extended, |
| | re-opened |
| | or |
| | terminated |
+--------------+--------------+
| 15 | Announcement |
| October | of the |
| 2009 | Exchange |
| | Offers' |
| | results and |
| | of the |
| | applicable |
| | margin over |
| | EURIBOR or |
| | LIBOR, as |
| | the case may |
| | be, that |
| | will apply |
| | to each New |
| | Security |
| | when its |
| | Distribution |
| | rate changes |
| | to a |
| | floating |
| | rate basis |
+--------------+--------------+
| 21 | Expected |
| October | settlement |
| 2009 | date of |
| | the |
| | Exchange |
| | Offers |
+--------------+--------------+
The complete terms and conditions of the Exchange Offers are set forth in an
Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary
Prospectus annexed thereto) that will be sent to eligible holders of Existing
Securities at their request. Holders of Existing Securities are urged to read
the Exchange Offer Memorandum carefully when it becomes available.
Additional Information
The Exchange Offer Memorandum may be obtained by eligible persons from the Tax
Certification and Exchange Agent, Acupay System LLC, at or mmercedes@acupay.com
or +44-(0)-207-382-0340.
Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco
Bilbao Vizcaya Argentaria, S.A. (the "Co-Dealer Manager") are acting as dealer
managers for the Exchange Offers. Questions regarding the Exchange Offers may be
directed to Morgan Stanley, Liability Management Group at +44-(0)-20-7677-5040,
or to Acupay System LLC, at +44-(0)-207-382-0340.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION.
Offer and jurisdiction restrictions
Neither this announcement nor the Exchange Offer Memorandum constitute an offer
to sell or buy or the solicitation of an offer to sell or buy the Existing
Securities and/or New Securities, as applicable, and offers of Existing
Securities for exchange pursuant to the Exchange Offers will not be accepted
from Holders of Existing Securities in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue sky
or other laws require an exchange offer to be made by a licensed broker or
dealer and the Dealer Manager or any of its affiliates is such a licensed broker
or dealer in such jurisdictions, such Exchange Offer shall be deemed to be made
by such Dealer Manager or affiliate (as the case may be) on behalf of the
Offeror in such jurisdiction.
United States
The Exchange Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States or to, for the account or
benefit of, U.S. persons. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement, the Exchange
Offer Memorandum and any other documents or materials relating to the Exchange
Offers are not being, and must not be, directly or indirectly mailed or
otherwise transmitted, distributed or forwarded (including, without limitation,
by custodians, nominees or trustees) in or into the United States or to U.S.
persons and the Existing Securities cannot be offered for exchange in
the Exchange Offers by any such use, means, instrumentality or facilities or
from within the United States or by U.S. persons. Any purported offer of
Existing Securities for exchange resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported offer of
Existing Securities for exchange made by a U.S. person, a person located in the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States or for a U.S. person will be invalid and will not be accepted.
This announcement and the Exchange Offer Memorandum are not an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the U.S. Securities Act of
1933, as amended (the "Securities Act"). The New Securities and the guarantees
thereof have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons. The purpose of
this announcement and the Exchange Offer Memorandum is limited to the Exchange
Offers and this announcement and the Exchange Offer Memorandum may not be sent
or given to a person in the United States or otherwise to any person other than
in an offshore transaction in accordance with Regulation S under the Securities
Act.
Each Holder of Existing Securities participating in an Exchange Offer will
represent that it is not located in the United States and is not participating
in that Exchange Offer from the United States, that it is participating in
the Exchange Offer in accordance with Regulation S under the Securities Act and
that it is not a U.S. person or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Exchange Offer from the United States and is not a U.S.
person. For the purposes of this and the above two paragraphs, "United States"
means United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia.
Spain
Neither this announcement, the Exchange Offer Memorandum nor any other documents
or materials relating to the Exchange Offers have been submitted or will be
submitted for approval or recognition to the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) and, accordingly,
the Exchange Offers are not being made in the Kingdom of Spain by way of a
public offering, as defined and construed in Chapter I of Title III of Law
24/1988, of 28 July, on the Securities Act (as amended by Royal Decree Law
5/2005, of 11 March) and related legislation.
Italy
The Exchange Offers are not being made, directly or indirectly, in the Republic
of Italy ("Italy"). The Exchange Offers, this announcement and the Exchange
Offer Memorandum have not been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB)pursuant to Italian laws
and regulations. Accordingly, Holders of Existing Securities are notified that,
to the extent such Holders are located or resident in Italy, the Exchange Offers
are not available to them and they may not offer Existing Securities for
exchange pursuant to the Exchange Offers nor may the New Securities be offered,
sold or delivered in Italy and, as such, any exchange instruction received from
or on behalf of such persons shall be ineffective and void, and neither this
announcement, the Exchange Offer Memorandum nor any other documents or materials
relating to the Exchange Offers, the Existing Securities or the New Securities
may be distributed or made available in Italy.
United Kingdom
The communication of this announcement, the Exchange Offer Memorandum and any
other documents or materials relating to the Exchange Offers is not being made
and such documents and/or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may otherwise lawfully
be made under the Financial Promotion Order.
France
The Exchange Offers are not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither this announcement, the Exchange Offer
Memorandum nor any other document or material relating to the Exchange Offers
has been or shall be distributed to the public in France and only (i) providers
of investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) other than individuals, in each case acting on their own account and
all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1
to D.411-4 of the French Code Monétaire et Financier are eligible to participate
in the Exchange Offers. This announcement and the Exchange Offer Memorandum have
not been and will not be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Switzerland
Holders of Existing Securities may only be invited to offer to exchange their
Existing Securities for New Securities pursuant to the Exchange Offers and the
New Securities may only be offered for sale or otherwise in or into Switzerland
in compliance with all applicable laws and regulations in force in Switzerland.
To ensure compliance with the Swiss Code of Obligations and all other applicable
laws and regulations of Switzerland, only the Exchange Offer Memorandum and the
documents deemed to be incorporated by reference in it (including the
Preliminary Prospectus) may be used in the context of any invitation to Holders
of Existing Securities to offer to exchange their Existing Securities for New
Securities pursuant to the Exchange Offers or any offer of the New Securities
for sale or otherwise in or into Switzerland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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