Banco Bil.Viz.Argent BVA UNNIM: Tender offer to the holders

  Banco Bil.Viz.Argent (BVA) - UNNIM: Tender offer to the holders

RNS Number : 4564N
Banco Bilbao Vizcaya Argentaria SA
28 September 2012

Banco  Bilbao  Vizcaya  Argentaria,  S.A.  (BBVA),  in  compliance  with   the 
Securities Market  legislation,  hereby  proceeds  by  means  of  the  present 
document to notify the following:

                               RELEVANT EVENT

BBVA informs  that  it is  to  make  a tender  offer  to the  holders  of  the 
preference  shares  and  subordinated   debt  securities  (with-maturity   and 
perpetual  securities)  listed   below  (jointly,   the  "Unnim   Securities") 
originally issued by entities that have  been succeeded by Unnim Banc,  S.A.U. 
("Unnim") or that are  subsidiaries of Unnim, with  the persons accepting  the 
offer  undertaking  to  reinvest   the  full  amount  obtained,   irrevocably, 
unconditionally and simultaneously, to purchase BBVA shares in a  simultaneous 
public offering of treasury stock by BBVA.

The offer is made on the following Unnim Securities:

The purchase price of the Unnim Securities in the tender offer shall be 95% of
their nominal  value,  in  cash,  with  that  amount  being,  irrevocably  and 
unconditionally, simultaneously reinvested in BBVA treasury stock shares.  The 
sale price of the BBVA shares will  be the arithmetical mean of the prices  at 
close of the BBVA shares during the five (5) stock market business days  prior 
to the date of close of the acceptance period (including the date of close) of
the tender offer (that  is, from October  12, 2012 to  October 18, 2012,  both 

The holders of Unnim Securities wishing to accept the offer must apply to  the 
institution  where  their   Unnim  Securities  are   held  and  complete   the 
corresponding acceptance  order,  indicating  the Unnim  Securities  issue  or 
issues in  respect of  which they  wish to  accept the  offer. The  acceptance 
orders must include all of the Unnim Securities held in any one issue; in  the 
case of  investors holding  Unnim Securities  in several  issues, each  single 
issue will be considered separately.

Tentative offer schedule:

• September 28, 2012: Start of offer acceptance period.

• October 18, 2012: End of acceptance period.

• October 12, 15, 16, 17 and  18, 2012: Determination of sale price  of 
BBVA shares.

• October  22, 2012:  Sale of  Unnim Securities  and purchase  of  BBVA 

• October 25, 2012: Settlement of purchase of BBVA shares.

The securities note relating to the  tender offer on the Unnim Securities  and 
to the public offering of BBVA shares  has been registered on the date  hereof 
at the official registries of the CNMV.

The  securities  note   and  summary,  available,   together  with  the   BBVA 
registration document, on the CNMV website ( and the BBVA  website 
(, contain a complete description of the terms and conditions and
procedures of the offer.

                                                    Madrid, September 28, 2012

This Relevant Event Filing does not constitute an offer to sell or a
solicitation of an offer to subscribe BBVA treasury shares, in any
jurisdiction in which such offer or solicitation would be deemed illegal or,
as the case may be, until the requirements applicable for those purposes have
been complied with.

The distribution of  this Relevant  Event Filing in  jurisdictions other  than 
Spain may be restricted by applicable legislation. Persons with access to this
announcement must apprise  themselves of such  restrictions and respect  them. 
Any failure  to  respect  these  restrictions may  constitute  breach  of  the 
legislation on securities markets in said jurisdictions.

The information contained herein does not constitute an offer of securities in
the United States, the United Kingdom, Mexico or in any other jurisdiction and
the securities may not  be offered or  sold in the  United States, the  United 
Kingdom, Mexico or in any other  jurisdiction without the filing or  exemption 
from  filing  of  the  offering   under  the  relevant  legislation  in   such 

                     This information is provided by RNS
           The company news service from the London Stock Exchange


MSCLLFEIAFITFIF -0- Sep/28/2012 10:54 GMT
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