Dexia : Dexia : Subscription by the Belgian and French States to the Dexia SA capital increase

Dexia : Dexia : Subscription by the Belgian and French States to the Dexia SA
                               capital increase

Regulated information * - Brussels, Paris, 31 December 2012 - 17.45

Subscription by the Belgian and French States to the Dexia SA capital increase

Dexia confirms that,  in accordance  with their undertaking,  the Belgian  and 
French States have  today subscribed to  the Dexia SA  capital increase in  an 
amount of EUR 5.5 billion. This  capital increase was authorised by the  Dexia 
SA Extraordinary Shareholders' Meeting held on 21 December last and, with  its 
approval of  the  revised  Group  orderly resolution  plan,  approved  by  the 
European Commission on 28 December 2012. The participation of the Belgian  and 
French States in this capital increase was also subject to the required  legal 
and regulatory authorisations.

The Belgian  State  subscribed  to  15,342,105,203 and  the  French  State  to 
13,605,263,158 new preference shares in Dexia SA, thus bringing their holdings
in the capital of Dexia SA to 50.02% and 44.40% respectively.

As previously announced, the subscription price for the preference shares  was 
set at EUR 0.19 per share^[1].

The proceeds of this capital increase have been allocated as follows:

· An increase of the  capital of Dexia Crédit  Local S.A. (DCL) in  an 
amount of EUR 2,000 millions,  including issue premium. This  recapitalisation 
of DCL was  realised today and  takes the share  capital of DCL  to EUR  1.286 
billion.

· EUR  2,120  millions to  settling  the balance  of  the  contractual 
liabilities of Dexia SA and  DCL, with the exception  of a residual loan  that 
will be repaid by Dexia SA's forthcoming incomes, in particular those  related 
to the  sale of  Dexia  Asset Management.  Those liabilities  are  essentially 
divided as follows:

§ EUR 606 millions to repaying  the loans subscribed by Dexia SA  with 
DCL;

§ EUR 1,942 millions due from Dexia SA to DCL by virtue of a guarantee
on Greek securities;

§ EUR 372 millions allocated by Dexia SA for subscription to a capital
increase of Dexia Holdings Inc^[2].; and

§ EUR 208 millions due from DCL to Dexia SA in order to terminate  the 
advance made to DCL by virtue of setting-up fees paid within the framework  of 
an autonomous guarantee agreement  concluded on 16  December 2011 between  the 
Kingdom of Belgium,  the Republic of  France, the Grand  Duchy of  Luxembourg, 
Dexia SA and DCL.

At the  end of  these  various transactions,  Dexia  SA will  have  sufficient 
liquidity enabling  it  to cover  its  future commitments,  under  foreseeable 
market conditions.

With the guarantee on DCL funding,  the Dexia SA capital increase  constitutes 
one of the pillars of the revised orderly resolution plan for the Dexia Group.

As a consequence of the realisation of the capital increase, all the statutory
amendments passed  by  the Shareholders'  Meeting  on 21  December  2012  have 
entered into force, and the  resignations and co-options of directors  decided 
and recorded on 27 December 2012 have taken effect.

* Dexia  is a  limited company  listed on  a regulated  market  (NYSE-Euronext 
Brussels and NYSE-Euronext Paris). This press release contains information the
dissemination of which is governed by the Royal Decree dated 14 November  2007 
relating to the obligations  of issuers of financial  instruments listed on  a 
regulated market.

For more information: www.dexia.com

-------------------------

[1]The price  of EUR  0.19 per  share corresponds,  under Article  598 of  the 
Belgian Companies Code, to the average closing price of the Dexia share during
the 30 calendar days prior to the decision taken by the Board of Directors  in 
14 November 2012 to propose to the Extraordinary Shareholders' Meeting that it
proceed with the capital increase.

[2]Dexia Holding Inc.  is 90% owned  by DCL and  10% by Dexia  SA. It is  the 
entity that held the Financial Products portfolio inherited from FSA, that was
almost entirely sold in 2011.



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