TIDM49WI
RNS Number : 4126A
Banco de Sabadell, S.A.
31 January 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
OR IN OR INTO 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")
OTHER RESTRICTIONS APPLY (SEE "OFFER AND JURISDICTION RESTRICTIONS"
BELOW).
31 January 2011
BANCO SABADELL ANNOUNCES INVITATION TO HOLDERS OF CERTAIN
EXISTING EURO PREFERRED SECURITIES AND EXISTING EURO SUBORDINATED
SECURITIES ISSUED BY BANCO DE SABADELL, S.A., AND CERTAIN EXISTING
EURO SUBORDINATED SECURITIES ISSUED BY BANCO GUIPUZCOANO, S.A. TO
TENDER UP TO THE MAXIMUM TENDER AMOUNT OF THEIR EXISTING SECURITIES
FOR CASH
Banco de Sabadell, S.A. ("Banco Sabadell" or the "Offeror") has
today launched invitations to holders of the outstanding (i) Series
I/2006 EUR500,000,000 Step-Up Fixed/Floating Rate Non-Cumulative
Perpetual Preferred Securities (ISIN: XS0267456084; Common Code:
026745608) (the "Existing Preferred Securities"), (ii) Series
I/2006 EUR1,000,000,000 Subordinated Securities (Obligaciones
Subordinadas 1/2006 de Banco Sabadell) (ISIN: ES0213860036) (the
"2006 Existing Subordinated Securities"), and (iii) Series I/2010
EUR500,000,000 Subordinated Securities (Obligaciones Subordinadas
1/2010 de Banco Sabadell) (ISIN: ES0213860051) (the "2010 Existing
Subordinated Securities", and together with the 2006 Existing
Subordinated Securities, the "Existing Sabadell Subordinated
Securities"), each issued by Banco Sabadell (the Existing Sabadell
Subordinated Securities together with the Existing Preferred
Securities, the "Existing Sabadell Securities"); and (iv) and
EUR125,000 000 Floating Rate Subordinated Securities due 2016
(ISIN: ES0213580030) (the "Guipuzcoano Existing Subordinated
Securities") issued by Banco Guipuzcoano, S.A. (together with the
Existing Sabadell Securities, the "Existing Securities"), to tender
up to the Maximum Tender Amount of their Existing Securities for
cash (each such invitation, a "Tender Offer" and, together, the
"Tender Offers").
The rationale of the Tender Offers, in conjunction with the New
Shares Offering (defined below), is to further enhance the quality
and efficiency of the Group's capital base.
Any decisions by the Group as to whether it will exercise calls
in respect of any Existing Securities that are not tendered
pursuant to the Tender Offers will be taken on an economic
basis.
The Tender Offers will expire at 17.00 (CET), on Thursday 10
February 2011, unless extended, re-opened, amended or terminated as
provided in the tender offer memorandum dated 31 January 2011 (the
"Tender Offer Memorandum").
The Offeror will pay the relevant Total Consideration, comprised
of the Tender Price indicated below and the Accrued Coupon Payment,
for any Existing Securities accepted for purchase pursuant to the
Tender Offers in immediately available funds in cash against
delivery to the Offeror of the relevant Existing Securities on the
third Business Day following the Expiration Deadline or as soon as
practicable thereafter.
The Bank of Spain has authorised Banco de Sabadell, S.A. to
conduct the Tender Offers by virtue of a letter dated 31 January
2011.
Existing Securities
Aggregate
Principal
Existing ISIN/ Amount Maturity First Call Tender Ranking
Security Common Code Status Outstanding Date Date Price Priority
-------------- --------------- -------- --------------- ---------- ----------- ------- ---------
Existing 20
Preferred XS0267456084/ September
Securities 026745608 Tier 1 EUR154,200,000 Perpetual 2016 78% 1
-------------- --------------- -------- --------------- ---------- ----------- ------- ---------
Guipuzcoano
Existing Lower
Subordinated Tier 21 March 21 March
Securities ES0213580030 2 EUR125,000,000 2016 2011 85% 2
-------------- --------------- -------- --------------- ---------- ----------- ------- ---------
2006 Existing Lower
Subordinated Tier 25 May 25 May
Securities ES0213860036 2 EUR716,600,000 2016 2011 85% 3
-------------- --------------- -------- --------------- ---------- ----------- ------- ---------
2010 Existing Lower
Subordinated Tier 26 April Not
Securities ES0213860051 2 EUR500,000,000 2020 applicable 90% 4
-------------- --------------- -------- --------------- ---------- ----------- ------- ---------
If the Offeror decides to accept for purchase Existing
Securities pursuant to any of the Tender Offers, it proposes to do
so up to a maximum aggregate principal amount of Existing
Securities (the "Maximum Tender Amount") that will be based on all
or a portion (as determined by the Offeror in its absolute
discretion) of the expected proceeds from the issuance of up to
126,363,082 new shares by the Offeror pursuant to a share capital
increase being effected concurrently with the Tender Offers (the
"New Shares Offering"). The Offeror expects to announce the results
of the New Shares Offering and the Maximum Tender Amount on or
about 2 February 2011.
The Tender Offers and their completion are conditional upon the
Offeror having announced, before the Results Announcement Date, the
completion and registration with the Commercial Registry of
Barcelona of the Offeror's share capital increase pursuant to which
the New Shares Offering will be conducted, and the Maximum Tender
Amount.
In the event that the aggregate principal amount of Existing
Securities that are validly tendered would exceed (if the Offeror
were to accept all such Existing Securities) the Maximum Tender
Amount, then the acceptance of Existing Securities will be subject
to the Ranking Priority (set out in the table above) and possible
pro-ration in accordance with the terms of the Tender Offers.
Timetable of the Tender Offers
Dates Events
------------------------------ -------------------------------------
31 January 2011 Commencement of New Shares Offering.
Commencement of the Tender Offers
and distribution of this Tender
Offer Memorandum.
------------------------------ -------------------------------------
On or about 2 February 2011 Announcement of results of New
Shares Offering and Maximum
Tender Amount.
------------------------------ -------------------------------------
17.00 (CET), 10 February 2011 Expiration Deadline.
Each of the Tender Offers will
expire unless the Offeror extends
one or more of the Tender Offers
or terminates one or more of
the Tender Offers earlier, in
its sole discretion.
------------------------------ -------------------------------------
11 February 2011 or as soon The Results Announcement Date.
as practicable thereafter The Offeror announces whether
it will accept any tendered
Existing Securities pursuant
to each Tender Offer, and, if
so, the aggregate principal
amount of each Series of Existing
Securities accepted for purchase
and the pro-ration factor (if
any) applied to any Series of
Existing Securities following
the application of the Ranking
Priority.
------------------------------ -------------------------------------
On or about 15 February 2011 The Settlement Date.
(three Business Days after The Offeror pays the relevant
the Expiration Deadline) Total Consideration in respect
of the Existing Securities accepted
for purchase by the Offeror
and against their delivery to
the Offeror.
Accountholders deposit the Existing
Subordinated Securities in respect
of which Tender Instructions
have been validly submitted
by the relevant Holders and
accepted by the Offeror in the
Banco Sabadell Iberclear Account.
------------------------------ -------------------------------------
The complete terms and conditions of the Tender Offers are set
forth in the Tender Offer Memorandum, which will be sent to
eligible holders of Existing Securities at their request. Holders
of Existing Securities are urged to read the Tender Offer
Memorandum carefully when it becomes available.
Annual accounts
As of today's date, the audited consolidated financial
statements of Banco Sabadell for the year ended 31 December 2010
are available on the website of the CNMV (www.cnmv.es ) and on the
Banco Sabadell website (www.grupbancsabadell.com).
Additional Information
Questions regarding the Tender Offers may be directed to UBS
Limited.
DEALER MANAGER UBS Limited 100 Liverpool Street London EC2M 2RH
United Kingdom Attention: Liability Management Group Tel: +44 (0)20
7567 0525 Email: mark-t.watkins@ubs.com
The Tender Offer Memorandum, which contains a description of
what actions should be taken to participate in the relevant Tender
Offer, may be obtained by eligible persons at their request from
the Tender Agent. Any request for information in relation to the
procedures for submitting Tender Instructions for Existing
Securities should also be directed to the Tender Agent.
TENDER AGENT Lucid Issuer Services Limited Leroy House 436 Essex
Road London N1 3QP United Kingdom Attention: David Shilson/Sunjeeve
Patel Tel: +44 (0)20 7704 0880 Email: Sabadell@lucid-is.com
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION.
Offer and jurisdiction restrictions
Neither this announcement nor the Tender Offer Memorandum
constitute an offer to buy or a solicitation of an offer to sell
any Existing Securities in any jurisdiction in which, or to or from
any person to or from whom, it is unlawful to make such offer under
applicable laws or regulations. The delivery of this announcement
or the Tender Offer Memorandum shall not under any circumstances
create any implication that the information contained in this
announcement or in the Tender Offer Memorandum is correct as of any
time subsequent to the date of this announcement or the date of the
Tender Offer Memorandum, or that there has been no change in the
information set forth in this announcement or the Tender Offer
Memorandum or in any attachments hereto or thereto, or in the
affairs of the Offeror or any of its subsidiaries or affiliates,
since the date of this announcement or the Tender Offer
Memorandum.
None of the Offeror, the Dealer Manager or the Tender Agent
makes any recommendation as to whether the holders of Existing
Securities should tender their Existing Securities pursuant to any
Tender Offer.
No dealer, salesperson or other person has been authorised to
give any information or to make any representation not contained in
this announcement or in the Tender Offer Memorandum and, if given
or made, such information or representation may not be relied upon
as having been authorised by the Offeror, the Dealer Manager or the
Tender Agent.
United States
The Tender Offers 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 (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of, the United
States, and no offer of Securities may be made by any such use,
means, instrumentality or facility from or within the United
States, or to U.S. persons or to persons located in the United
States. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or
forwarded in or into the United States, or to U.S. persons or to
persons located in the United States. Any purported tender of
Existing Securities resulting directly or indirectly from a
violation of these restrictions will be invalid and tenders of
Existing Securities made by a person giving instruction from within
the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal located in the
United States will not be accepted.
Each Holder participating in a Tender Offer will represent that
it is not located in the United States and is not participating in
such Tender Offer from the United States, that it is participating
in the Tender Offers in accordance with Regulation S under the
Securities Act and that it is not a U.S. person or it is acting on
a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in the
Tender Offers from the United States and is not a U.S. person.
As used herein, "United States" means United States of America,
its territories and possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers may only be communicated in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 would
not apply to the Offeror, if it was not an authorised person. In
particular, the communication of any such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order")) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial
Promotion Order.
Republic of Italy
None of the Tender Offers, the Tender Offer Memorandum, this
announcement or any other documents or materials relating to the
Tender Offers have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB) pursuant to Italian laws and regulations, and the Tender
Offers are not being made, and will not be made or promoted,
directly or indirectly, in or into the Republic of Italy ("Italy")
as a public offer (as defined in article 1, paragraph 1, letter v)
of the Legislative Decree no. 58 of February 24, 1998, as amended).
Accordingly, the Tender Offers are not intended to be addressed to
any person in Italy.
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the
Tender Offers has been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifies) other than individuals, in each case
acting on their own account and all as defined in, and in
accordance with, Articles L. 411-1, L. 411-2, and D. 411-1 to D.
411-3 of the French Code Monetaire et Financier, are eligible to
participate in the Tender Offers. The Tender Offer Memorandum has
not been and will not be submitted for clearance to nor approved by
the Autorite des Marches Financiers.
Portugal
The Tender Offers are not being made, directly or indirectly, to
the general public in the Republic of Portugal ("Portugal").
Neither this announcement, the Tender Offer Memorandum, nor any
other document or material relating to the Tender Offers have been
or will be subject to the approval of, registration with, or
notification to, the Portuguese Securities Market Commission
(Comissao do Mercado de Valores Mobiliarios the "CMVM").
The Offeror, the Dealer Manager and the Tender Agent will not
distribute or communicate the Tender Offer Memorandum or any other
document or material relating to the Tender Offer in Portugal
except in circumstances that would not be deemed to be a public
offering (oferta publica) pursuant to article 109 of the Portuguese
Securities Code, approved by Decree-Law 486/99, of 13 November
1999, as last amended by Decree-Law 71/2010, of 18 June 2010
(Codigo dos Valores Mobiliarios, the "Cod.VM").
As a result, this announcement, the Tender Offer Memorandum and
any other document or material relating to the Tender Offer is
addressed solely to, and may only be accepted by, Holders that are
residents in Portugal or that hold the Existing Securities through
a permanent establishment located in Portugal provided that such
Holders are qualified investors (investidores qualificados) within
the meaning of paragraphs 1 and 2 of article 30 of Cod.VM (the
"Portuguese Qualified Investors").
Subject to the approval, publication and entry into force of new
regulation by the CMVM (the "New Regulation") before the end of the
Tender Period, the entities and individuals set out in article
110-A of Cod.VM may also be deemed Portuguese Qualified Investors,
provided that they are properly registered as qualified investors
(investidores qualificados) in accordance with the New
Regulation.
Spain
Neither the Tender Offers, the Tender Offer Memorandum nor this
announcement constitute an offer of securities or the solicitation
of an offer of securities to the public in Spain under the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de
Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal
Decree 1066/2007, of 27 July 2007. Accordingly, the Tender Offer
Memorandum has not been submitted for approval and has not been
approved by the CNMV.
General
This announcement and the Tender Offer Memorandum do not
constitute an offer to buy or a solicitation of an offer to sell
any securities, and tenders of Existing Securities pursuant to the
Tender Offers will not be accepted from holders of Existing
Securities, in any jurisdiction in which such offer or solicitation
is unlawful. In any jurisdiction where the securities, blue sky
laws or other laws require any or all of the Tender Offers to be
made by a licensed broker or dealer and the Dealer Manager, or any
of its affiliates, is such a licensed broker or dealer in such
jurisdiction, the Tender Offers shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Holder participating in a Tender Offer
will also be deemed to give certain representations in respect of
the other jurisdictions referred to above and generally as set out
in "Procedures for Participating in the Tender Offers" in the
Tender Offer Memorandum. Any offer of Existing Securities for
tender pursuant to a Tender Offer from a Holder that is unable to
make these representations will not be accepted. Each of the
Offeror, the Dealer Manager and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Existing Securities pursuant to the Tender Offers,
whether any such representation given by a Holder is correct and if
such investigation is undertaken and as a result the Offeror
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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