Banco Bil.Viz.Argent BVA SECURITIES: Invitations to holders

  Banco Bil.Viz.Argent (BVA) - SECURITIES: Invitations to holders

RNS Number : 4983O
Banco Bilbao Vizcaya Argentaria SA
11 October 2012








NOT FOR  RELEASE, PUBLICATION  OR DISTRIBUTION  IN OR  INTO OR  TO ANY  PERSON 
LOCATED OR  RESIDENT IN  THE UNITED  STATES, ITS  TERRITORIES AND  POSSESSIONS 
(INCLUDING PUERTO RICO, THE  U.S. VIRGIN ISLANDS,  GUAM, AMERICAN SAMOA,  WAKE 
ISLAND AND THE NORTHERN  MARIANA ISLANDS), ANY STATE  OF THE UNITED STATES  OR 
THE DISTRICT OF  COLUMBIA (the "United  States") OR TO  ANY PERSON LOCATED  OR 
RESIDENT IN ANY  OTHER JURISDICTION WHERE  IT IS UNLAWFUL  TO DISTRIBUTE  THIS 
ANNOUNCEMENT.

                                      

                                      

Banco  Bilbao  Vizcaya  Argentaria,   S.A.("BBVA")  in  compliance  with   the 
Securities Market legislation, hereby communicates the following:



                                RELEVANT EVENT



BBVA communicates  invitations to  holders  of the  outstanding lower  tier  2 
securities of each  of the series  detailed in the  annexed table, which  were 
placed among qualified  investors, both national  and international  ("Spanish 
Securities" and  "International  Securities",  jointly  the  "Securities")  to 
tender the Securities for purchase by BBVA for cash (the "Invitation").



Capitalised terms used in  this announcement but not  defined herein have  the 
meaning given  to them  in the  Consent and  Tender Offer  Memorandum for  the 
Spanish Securities  and  the Tender  Offer  Memorandum for  the  International 
Securities (jointly, the "Tender Offer Memorandums") dated 11 October 2012.



Consent



Within the Spanish Securities,  two of the series  require prior consent  from 
the  corresponding  syndicate  of  Securityholders   for  BBVA  to  have   the 
possibility to acquire such securities (the "Spanish Consent Securities"). For
this purpose, it is  envisaged that the Commissioners  of the Spanish  Consent 
Securities will convene the respective assembly of Securityholders to hold the
vote and, as the case may be, approve the required amendments of the terms and
conditions of such securities.



BBVA will  offer an  attendance fee  to  the holders  of the  Spanish  Consent 
Securities who attend,  in person or  duly represented, to  the assemblies  of 
holders of the Spanish Consent Securities, pursuant to the terms indicated  in 
the relevant announcements convening the meetings published in the  Mercantile 
Registry Official Gazette (BORME).



Accordingly, BBVA shall  not be  entitled to accept  any tender  offer on  the 
Spanish Consent Securities  and shall not  be entitled to  settle such  offers 
until the  moment  in which  the  corresponding syndicate  of  Securityholders 
approves, as the case may be, the possibility for BBVA to acquire the  Spanish 
Consent Securities (and the relevant documentation of the agreed amendment  is 
executed and registered). Thus, the settlement date of such purchases could be
delayed in respect of the date  envisaged in the Tender Offer Memorandums  for 
the settlement of the remainder of the Securities.



Purchase price



The purchase  of  the Securities  will  be  carried out  under  an  unmodified 
Dutch-auction procedure.  The  purchase  price  that  BBVA  will  pay  to  the 
Securityholders whose offers are accepted  (each price, the "Purchase  Price") 
will be equal to  the price specified by  the Securityholders in their  Tender 
Instructions.



Securityholders may make competitive  and non-competitive offers with  respect 
to the  purchase  price of  the  Securities, which  will  be accepted  or  not 
accepted by  BBVA. In  respect of  a Non-Competitive  Tender Instruction,  the 
minimum purchase price  set out in  the annexed table  (the "Minimum  Purchase 
Price") will be deemed to be  the purchase price specified by  Securityholders 
in such Tender Instruction.



As the Purchase Price applicable to each Securityholder who validly submits  a 
tender which is accepted  by BBVA is determined  by reference to the  relevant 
purchase price specified by such Securityholder in its Tender Instruction, the
Purchase Price payable to each such Securityholder will not necessarily be the
same.



Each Securityholder  whose  Securities  are validly  tendered  and  have  been 
accepted for purchase by BBVA will receive, together with the Purchase  Price, 
an amount equal to the accrued but unpaid interest on the relevant  Securities 
from (and including) the immediately preceding interest payment date for  such 
Securities to (but excluding) the Settlement Date.



BBVA shall take into consideration different factors at the time of  accepting 
or  rejecting  offers  validly  tendered  through  the  Tender   Instructions, 
including, among  others,  the  Purchase  Prices  proposed  for  each  of  the 
Securities in relation to the Minimum Purchase Price.



Acceptance Amount



BBVA will have absolute discretional  powers to decide whether the  Securities 
offered are purchased or not, pursuant to the terms established in the  Tender 
Offer Memorandums. BBVA  may decide  not to  purchase any  of the  Securities. 
Likewise and in  particular, BBVA  reserves the  right to  purchase a  maximum 
number of Securities per issue depending on the offers received.



General



Securityholders may submit their offers from 11 October 2012 until 17:00 hours
(CET) on 26 October 2012.



The results  in connection  with the  acceptance of  offers will  be  publicly 
disclosed on  29  October 2012  for  all  Securities, except  for  results  in 
connection with the Spanish Consent Securities which publication shall  depend 
on the date on which the syndicate of Securityholders approve, as the case may
be, the possibility for  BBVA to acquire the  Spanish Consent Securities  (and 
the  relevant  documentation   of  the  agreed   amendment  is  executed   and 
registered).



Similarly, the  expected  Settlement  Date  for the  Invitations  shall  be  2 
November 2012,  except for  the Spanish  Consent Securities  which  settlement 
shall also depend  on the date  on which  the results in  connection with  the 
acceptance of offers  for such  securities are publicly  disclosed, which  may 
even not  occur should  the required  consent of  the Securityholders  not  be 
obtained. 



BBVA shall  be  entitled, at  any  moment at  its  own discretion  to  extend, 
re-open, amend, terminate, or close the Invitation in the terms set out in the
Tender Offer Memorandum.



The Invitations are being made for the purpose of enhancing BBVA´s  management 
of its outstanding liabilities, to  strengthen BBVA's Group balance sheet  and 
to provide liquidity to Securityholders.



Any decision  by  BBVA to  exercise  its option  to  early redemption  of  the 
subordinated debt instruments shall be  adopted taking into consideration  the 
economic impact  of such  early redemption,  the regulatory  requirements  and 
market conditions.



The terms and conditions of the Invitations for the Spanish Securities are set
forth in the Consent  and Tender Offer Memorandum  for the Spanish  Securities 
dated 11 October 2012, governed by Spanish Law, while the terms and conditions
of the  Invitations for  the International  Securities are  set forth  in  the 
Tender Offer  Memorandum for  the International  Securities dated  11  October 
2012, governed by English Law.



The Tender Offer Memorandums are available to Securityholders from the  tender 
agent, Lucid  Issuer  Services Limited  (the  "Tender Agent"),  whose  contact 
details appear  below,  upon  request. Securityholders  are  advised  to  read 
carefully the mentioned Tender Offer Memorandums.



The Dealer  Managers will  be Morgan  Stanley &  Co International  plc,  Banco 
Bilbao Vizcaya Argentaria, S.A. and UBS Limited.





If you need further information on the Invitations, please contact the  Tender 
Agent: at  the following  email address:bbva@lucid-is.com  /+44 (0)  20  7704 
0880, Attention of: David Shilson / Paul Kamminga/ Victor Parzyjagla.





                                                       Madrid, 11 October 2012





DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandums. This  announcement and  the  Tender Offer  Memorandums  contains 
important information which should  be read carefully  before any decision  is 
made with respect to the Invitations. If any Securityholder is in any doubt as
to the action it should take, it is recommended to seek its own financial  and 
legal advice, including in respect  of any tax consequences, immediately  from 
its stockbroker,  bank manager,  solicitor,  accountant or  other  independent 
financial, tax or legal  adviser. Any individual  or company whose  Securities 
are held on its behalf by a broker, dealer, bank, custodian, trust company  or 
other nominee or intermediary must contact such entity if it wishes to  tender 
such Securities pursuant to the Invitations.

                   INVITATION AND DISTRIBUTION RESTRICTIONS

The distribution of this document  in certain jurisdictions may be  restricted 
by law. Persons into  whose possession this announcement  or the Tender  Offer 
Memorandums comes are required  by each of the  Bank, the Dealer Managers  and 
the Tender  Agent  to  inform  themselves about,  and  to  observe,  any  such 
restrictions.

United States

The Invitations  are  not  being made,  and  will  not be  made,  directly  or 
indirectly in  or  into, or  by  use of  the  mails 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. This includes, but is  not 
limited to,  facsimile transmission,  electronic mail,  telex, telephone,  the 
internet and other forms of  electronic communication. The Securities may  not 
be tendered in  the Invitations  by any  such use,  means, instrumentality  or 
facility from or within the United States or by persons located or resident in
the United  States. Accordingly,  copies of  this announcement  or the  Tender 
Offer Memorandums  and  any  other  documents or  materials  relating  to  the 
Invitations 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 any  persons located  or resident in  the United  States. Any  purported 
tender of Securities in an Invitation resulting directly or indirectly from  a 
violation of these restrictions  will be invalid and  any purported tender  of 
Securities made  by  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 will be  invalid 
and will not be accepted.

Each Securityholder participating in an  Invitation will represent that it  is 
not located  in  the  United  States  and it  is  not  participating  in  such 
Invitation from the United States or it is acting on a non-discretionary basis
for a principal  that is located  outside the  United States and  that is  not 
giving an order to participate in such Invitation from the United States.  For 
the purposes of this and the above paragraph, "United States" means the United
States of America, its territories and possessions (including Puerto Rico, the
U.S. Virgin  Islands,  Guam, American  Samoa,  Wake Island  and  the  Northern 
Mariana Islands), any state of the  United States of America and the  District 
of Columbia.

Other

Restrictions will apply  in certain other  jurisdictions including the  United 
Kingdom, Italy,  Belgium, France,  Spain  and Portugal,  as specified  in  the 
Tender Offer Memorandums.

                                    ANNEX

                              SECURITIES ISSUES

                         SPANISH NON-CONSENT SECURITIES
  Issuer       Series     Maturity     ISIN      Purchase  Minimum   Aggregate
                            Date                  Price    Purchase Outstanding
                                                            Price    Principal
                                                                       Amount
BANCO       €125,000,000  3 March  ES0213211115            83%      €125,000,000
BILBAO      Obligaciones  2033                  To be
VIZCAYA     subordinadas,                       determined
ARGENTARIA, Marzo 2008                          pursuant
S.A.                                            to the
BANCO       €100,000,000  4 July   ES0213211131 Unmodified 91%      €100,000,000
BILBAO      Obligaciones  2023                  Dutch
VIZCAYA     subordinadas,                       Auction
ARGENTARIA, Julio 2008                          Procedure
S.A.



                             SPANISH CONSENT SECURITIES
  Issuer        Series      Maturity     ISIN      Purchase  Minimum    Aggregate
                              Date                  Price    Purchase  Outstanding
                                                              Price     Principal
                                                                          Amount
BANCO       €1,000,000,000 20       ES0213211099            86.50%   €1,000,000,000
BILBAO      Obligaciones    October               To be
VIZCAYA     subordinadas,   2019                  determined
ARGENTARIA, Octubre 2004                          pursuant
S.A.                                              to the
BANCO       €300,000,000    16       ES0213211107 Unmodified 81.00%   €300,000,000
BILBAO      Obligaciones    February              Dutch
VIZCAYA     subordinadas,   2022                  Auction
ARGENTARIA, Febrero 2007                          Procedure
S.A.



                              INTERNATIONAL SECURITIES
                                                             Minimum    Aggregate
   Issuer        Series     Maturity     ISIN      Purchase  Purchase  Outstanding
                              Date                  Price     Price     Principal
                                                                          Amount
BBVA Global   €73,000,000      16
  Finance,     Fixed Rate   October  XS0060505228              100%    €73,000,000
    Ltd.     Notes due 2015   2015
BBVA Global       JPY          26
  Finance,   10,000,000,000 October  XS0061194840              80%         JPY
    Ltd.       Fixed Rate     2015                                    10,000,000,000
             Notes due 2015
BBVA Global   €40,000,000      10
  Finance,     Fixed Rate   October  XS0137037361              100%    €40,000,000
    Ltd.      Notes due 10    2016
              October 2016
BBVA Global   €50,000,000      15
  Finance,    Subordinated  October  XS0137317995              83%     €50,000,000
    Ltd.     Floating Rate    2016
             Notes due 2016
BBVA Global   €55,000,000      2
  Finance,    Subordinated  November XS0138158281              83%     €55,000,000
    Ltd.     Floating Rate    2016
             Notes due 2016
BBVA Global   €56,000,000      20
  Finance,    Subordinated  December XS0139561467              83%     €56,000,000
    Ltd.     Floating Rate    2016
             Notes due 2016
    BBVA      €250,000,000
Subordinated Floating Rate     20
  Capital,   Notes due 2017 October  XS0231329664              97%     €231,150,000
   S.A.U.    (Callable: 20    2017
             October 2012)
              £250,000,000                          To be
    BBVA        Callable                          determined
Subordinated  Subordinated  11 March               pursuant
  Capital,   Step-Up Notes    2018   XS0289655598   to the     90%     £250,000,000
   S.A.U.    due March 2018                       Unmodified
             (Callable: 11                          Dutch
              March 2013)                          Auction
    BBVA      €20,000,000                         Procedure
Subordinated   Fixed Rate   22 July
  Capital,    Subordinated    2018   XS0376074364            98.50%   €20,000,000
   S.A.U.     Notes due 22
               July 2018
              €150,000,000
             Floating Rate
    BBVA      Subordinated     13
Subordinated    Callable    October  XS0230662628             76.50%   €129,700,000
  Capital,   Step-Up Notes    2020
   S.A.U.       due 2020
             (Callable: 13
             October 2015)
    BBVA      €100,000,000
Subordinated  Subordinated  4 April
  Capital,     CMS Linked     2022   XS0291892262              65%     €100,000,000
   S.A.U.      Notes due
               April 2022
              €50,000,000
    BBVA     Fixed Rate to
Subordinated   Inflation     19 May  XS0361684391              65%     €50,000,000
  Capital,       Linked       2023
   S.A.U.     Subordinated
             Notes due 2023
                  JPY
             20,000,000,000
    BBVA     2.75 per cent.    22
Subordinated   Fixed Rate   October  XS0231345942             80.00%       JPY
  Capital,     Notes due      2035                                    20,000,000,000
   S.A.U.     October 2035
             (Callable: 22
             October 2015)



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

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