Banco Bil.Viz.Argent BVA Holders Spanish Consent Securities: Results

  Banco Bil.Viz.Argent (BVA) - Holders Spanish Consent Securities: Results

RNS Number : 6842R
Banco Bilbao Vizcaya Argentaria SA
21 November 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  OR TO ANY  PERSON LOCATED OR  RESIDENT IN ANY  OTHER 
JURISDICTION WHERE IT IS UNLAWFUL TO  DISTRIBUTE THE CONSENT AND TENDER  OFFER 
MEMORANDUM

                                       

                                       

Banco Bilbao Vizcaya  Argentaria, S.A.("BBVA"), further  to the  announcements 
dated 11  October  2012  and 29  October  2012,  and in  compliance  with  the 
Securities Market legislation, hereby communicates the following:

 

 

                                RELEVANT EVENT

 

 

BBVA, given that the conditions  precedent have been satisfied (including  the 
approval by  the holders  of  the Spanish  Consent  Securities, at  the  first 
meetings of  the syndicates  of holders,  of the  amendment of  the terms  and 
conditions of the  Spanish Consent  Securities, in  order to  allow for  their 
repurchase by  BBVA) and  the  deadline for  submission  of offers  under  the 
Invitation in  connection  with the  Spanish  Consent Securities  has  expired 
according to the terms and conditions set out in the Consent and Tender  Offer 
Memorandum dated 11 October 2012 (the "Consent and Tender Offer  Memorandum"), 
informs of the results  of the invitations to  holders of the Spanish  Consent 
Securities detailed  in the  annexed  table to  tender their  Spanish  Consent 
Securities for purchase by BBVA for cash (the "Invitations").

 

The Invitations expired at 17:00 (CET) on 26 October 2012.

 

BBVA has decided, in compliance with  the terms and conditions of the  Consent 
and Tender  Offer  Memorandum,  to  accept the  purchase  of  Spanish  Consent 
Securities in a total outstanding amount of approximately 410.1 million  Euros 
(the annexed table includes the relevant  amount for each series). No  Scaling 
Factor has  been  applied  to  the Spanish  Consent  Securities  accepted  for 
purchase by  BBVA. The  settlement  of the  purchase  of the  Spanish  Consent 
Securities is expected to take place on 23 November 2012.

 

BBVA estimates that the purchase of the Spanish Consent Securities will result
in capital gains of approximately 85 million Euros.

 

BBVA, Morgan Stanley  & Co. International  plc and UBS  Limited have acted  as 
Dealer Managers to the  Invitation. Lucid Issuer  Services Limited, acting  as 
Tender Agent, will communicate today  to the Accountholders which offers  have 
been accepted and which have not  been accepted. For any further  information, 
please contact  the  Tender Agent:  bbva@lucid-is.com  / www.lucid-is.com/bbva 
/+44 (0) 20 7704 0880, Attention of: David Shilson / Paul Kamminga.

 

The results  of  the acceptances  for  the  purchase of  the  Spanish  Consent 
Securities by  BBVA,  for  which  the Purchase  Prices  have  been  determined 
pursuant to an  unmodified Dutch  auction process, are  those set  out in  the 
annexed table. For any additional information on the Invitations, please check
the Consent and Tender Offer Memorandum.

 

Capitalised terms used in  this announcement but not  defined herein have  the 
meaning given to them in the Consent and Tender Offer Memorandum.

 

                                                                              

                                                                              

                                                      Madrid, 21 November 2012

 

 

DISCLAIMER This announcement must be read in conjunction with the Consent  and 
Tender Offer Memorandum. No offer or  invitation to acquire any securities  is 
being  made  pursuant   to  this  announcement.   The  distribution  of   this 
announcement  and  the  Consent  and   Tender  Offer  Memorandum  in   certain 
jurisdictions may be  restricted by  law. Persons into  whose possession  this 
announcement and/or the Consent and Tender Offer Memorandum comes are required
by each of BBVA, the Dealer Managers and the Tender Agent to inform themselves
about, and to observe, any such restrictions.

                                    ANNEX

 

 

                           SPANISH CONSENT SECURITIES
                                                                       Total
                                                                      Purchase
                                          Aggregate                  Price paid
                                         Outstanding      Series      for the
  Issuer        Series         ISIN       Principal     Acceptance     Series
                                            Amount        Amount     Acceptance
                                                                       Amount
                                                                     (excluding
                                                                     interest)
   BANCO    €1,000,000,000
  BILBAO     Obligaciones
  VIZCAYA   subordinadas,  ES0213211099 €1,000,000,000 €367,300,000 €317,918,000
ARGENTARIA,  Octubre 2004
   S.A.
   BANCO     €300,000,000
  BILBAO     Obligaciones
  VIZCAYA   subordinadas,  ES0213211107  €300,000,000  €42,800,000  €34,923,125
ARGENTARIA,  Febrero 2007
   S.A.

 

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