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This English version is a translation of the original in Spanish for information purposes only. In case of
discrepancy, the Spanish original will prevail. |
the acquisition of 100% of the shares of the Affected Company is deemed reasonable for
BBVA from a financial standpoint and under current market conditions.
Therefore, it is necessary for BBVAs General
Shareholders Meeting to approve a capital increase for a maximum nominal value of FIVE HUNDRED FIFTY-ONE MILLION, NINE HUNDRED SIX THOUSAND, FIVE HUNDRED TWENTY-FOUR EUROS AND FIVE EURO CENTS (551,906,524.05), by issuing and putting into circulation of up to ONE BILLION ONE HUNDRED TWENTY-SIX MILLION, THREE HUNDRED THIRTY-NINE THOUSAND, EIGHT HUNDRED
FORTY-FIVE (1,126,339,845) ordinary shares, at EUR 0.49 nominal value each, of the same class and series and with the same rights as BBVA currently outstanding shares, and represented by book entries, with
non-cash contributions, under the terms and conditions described in the resolution proposal included in this report, in order to cover the Consideration.
The Offer has been made contingent upon the approval of the Capital increase by the BBVA General Shareholders Meeting, all in
accordance with the provisions set forth in article 13.2 d) of Royal Decree 1066/2007.
2.2. |
Description of non-cash contributions
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The non-cash contributions will consist of ordinary shares of
the Affected Company.
Affected Company means Banco de Sabadell, S.A., a Spanish public limited company, with registered office at
Avenida Oscar Esplá, n.º 37, Alicante, VAT Identification Number A08000143 and LEI code SI5RG2M0WQQLZCXKRM20, and registered with the Commercial Registry of Alicante, page no. A-156980, and in the
Special Registry of Banks and Bankers of the Bank of Spain under number 0081.
In accordance with the companys publicly
available information, the social capital of the Affected Company is EUR 680,027,680.875, represented by 5,440,221,447 nominative shares (5,440,221 voting rights, at the rate of one voting right per every 1,000 shares) of unit par value at EUR
0.125, of the same class and series, fully subscribed and paid-up, and represented by means of book entries kept by the Sociedad de Gestión de los Sistemas de Registro, Compensación y
Liquidación de Valores, S.A. (Iberclear) and its participating entities.
The shares in the Affected Company are admitted for
trading in the Securities Exchanges of Madrid, Barcelona, Bilbao and Valencia, through the Spanish Stock Market Interconnection System (Continuous Market).
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Board of Directors report on share capital increase |
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