Announcemet of Results of Exchange Offers
15 October 2009 - 10:46PM
UK Regulatory
TIDM49AF TIDMBVA
RNS Number : 8457A
BBVA International Pref S.A
15 October 2009
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO,
THE UNITED STATES OR ITALY OR TO ANY UNITED STATES OR ITALIAN PERSON (SEE "OFFER
AND JURISDICTION RESTRICTIONS" BELOW)
15 October 2009
BBVA INTERNATIONAL PREFERRED, S.A. UNIPERSONAL ANNOUNCES RESULTS OF EXCHANGE
OFFERS FOR CERTAIN EXISTING EURO AND STERLING DENOMINATED TIER 1 HYBRID
SECURITIES INTO NEW TIER 1 HYBRID SECURITIES
On 5 October 2009, BBVA International Preferred, S.A. Unipersonal ("BBVA
International Preferred"), a wholly owned subsidiary of Banco Bilbao Vizcaya
Argentaria, S.A. ("BBVA"), invited holders of its three series of existing
perpetual Euro and Sterling denominated Tier 1 hybrid securities described below
(the "Existing Securities") to offer to exchange any and all of their Existing
Securities for new Euro or Sterling denominated Tier 1 hybrid securities (the
"New Securities") as described below (the "Exchange Offers").
The Exchange Offer Deadline in respect of the Existing Securities was 5:00 p.m.
CET, 14 October 2009.
BBVA International Preferred has accepted all Existing Securities validly
tendered for exchange.
As at the Exchange Offer Deadline, the aggregate participation rate for the
Exchange Offers was 81% of the Existing Securities based on the aggregate
liquidation preference. The individual participation rates for each issue of
Existing Securities are described below. The aggregate liquidation preference of
the Euro denominated New Security to be issued is EUR644,650,000 and the aggregate
liquidation preference of the Sterling denominated New Security to be issued is
GBP251,050,000.
Settlement of the New Securities is expected to take place on 21 October 2009.
The Existing Securities
+--------------+--------------+----------------+----------+----------------+------------+
| Series and | Distribution | Issue Amount | Call | Amount | New |
| ISIN | Rate (%) | | Date | Accepted for | Security |
| | | | | Exchange | |
+--------------+--------------+----------------+----------+----------------+------------+
| Series A | 3.798 | EUR550,000,000 | 22/09/15 | EUR464,470,000 | Euro New |
| XS0229864060 | | | | | Security |
+--------------+--------------+----------------+----------+----------------+------------+
| Series B | 4.952 | EUR500,000,000 | 20/09/16 | EUR335,650,000 | Euro New |
| XS0266971745 | | | | | Security |
+--------------+--------------+----------------+----------+----------------+------------+
| Series D | 7.093 |GBP400,000,000 | 19/07/12 |GBP368,800,000 | Sterling |
| XS0308305803 | | | | | New |
| | | | | | Security |
+--------------+--------------+----------------+----------+----------------+------------+
The New Securities
+----------+----------------+---------------+----------------+---------------------+---------------+
| Security | Series and | Issuer | Issue | Structure | Distributions |
| | ISIN | | Amount | | |
+----------+----------------+---------------+----------------+---------------------+---------------+
| Euro | Series E | BBVA | EUR644,650,000 | Perp NC5 | Fixed Rate: |
| New | XS0457228137 | International | | Fixed/Floating Rate | 8.5% Floating |
| Security | | Preferred | | Non-Cumulative | Rate: 3m |
| | | | | Perpetual | Euribor + 574 |
| | | | | Guaranteed | bps |
| | | | | Preferred | |
| | | | | Securities | |
+----------+----------------+---------------+----------------+---------------------+---------------+
| Sterling | Series F | BBVA |GBP251,050,000 | Perp NC5 | Fixed Rate: |
| New | XS0457234291 | International | | Fixed/Floating Rate | 9.1% Floating |
| Security | | Preferred | | Non-Cumulative | Rate: 3m |
| | | | | Perpetual | GBPLibor + |
| | | | | Guaranteed | 570 bps |
| | | | | Preferred | |
| | | | | Securities | |
+----------+----------------+---------------+----------------+---------------------+---------------+
The complete terms and conditions of the Exchange Offers are set forth in an
Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary
Prospectus relating to the New Securities annexed thereto) that has been sent or
has been made available to eligible holders of Existing Securities at their
request.
Additional Information
The Exchange Offer Memorandum may be obtained by eligible persons from the Tax
Certification and Exchange Agent, Acupay System LLC, at
www.acupay.com/BBVAexchange or mmercedes@acupay.com or +44-(0)-207-382-0340.
Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco
Bilbao Vizcaya Argentaria, S.A. (the "Co-Dealer Manager") are acting as dealer
managers for the Exchange Offers. Questions regarding the Exchange Offers may be
directed to Morgan Stanley, Liability Management Group at +44-(0)-20-7677-5040,
or to Acupay System LLC, at +44-(0)-207-382-0340.
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
This announcement does not, and the Exchange Offer Memorandum did not constitute
an offer to sell or buy or the solicitation of an offer to sell or buy the
Existing Securities and/or New Securities, as applicable, and offers of Existing
Securities for exchange pursuant to the Exchange Offers were not accepted from
holders of Existing Securities in any circumstances in which such offer or
solicitation was unlawful. In those jurisdictions where the securities, blue sky
or other laws required an exchange offer to be made by a licensed broker or
dealer and either Dealer Manager or any of their respective affiliates was such
a licensed broker or dealer in such jurisdictions, such Exchange Offer was
deemed to be made by such Dealer Manager or affiliate (as the case may be) on
behalf of BBVA International Preferred in such jurisdiction.
United States
The Exchange Offers were not made, directly or indirectly in or into, or by use
of the mail 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 or to, for the account or benefit of, U.S. persons. This included,
but was not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication.
Accordingly, copies of this announcement, the Exchange Offer Memorandum and any
other documents or materials relating to the Exchange Offers have not been, 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 U.S.
persons and the Existing Securities have not been offered for exchange in
the Exchange Offers by any such use, means, instrumentality or facilities or
from within the United States or by U.S. persons. Any purported offer of
Existing Securities for exchange resulting directly or indirectly from a
violation of these restrictions was invalid and any purported offer of Existing
Securities for exchange made by a U.S. person, 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 or for a U.S. person was invalid and was not accepted.
This announcement is not and the Exchange Offer Memorandum was not, an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the U.S. Securities Act of
1933, as amended (the "Securities Act"). The New Securities and the guarantees
thereof have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons. The purpose of
this announcement is, and the purpose of the Exchange Offer Memorandum was,
limited to the Exchange Offers and this announcement may not be, and the
Exchange Offer Memorandum was not, sent or given to a person in the United
States or otherwise to any person other than in an offshore transaction in
accordance with Regulation S under the Securities Act.
Each holder of Existing Securities participating in an Exchange Offer was
required to represent that it was not located in the United States and was not
participating in that Exchange Offer from the United States, that it
was participating in the Exchange Offer in accordance with Regulation S under
the Securities Act and that it was not a U.S. person or it was acting on a
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in the Exchange Offers from the United
States and was not a U.S. person. For the purposes of this and the above two
paragraphs, "United States" means United States of America, its territories and
possessions, any state of the United States of America and the District of
Columbia.
Spain
Neither this announcement, the Exchange Offer Memorandum nor any other documents
or materials relating to the Exchange Offers have been submitted or will be
submitted for approval or recognition to the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) and, accordingly,
the Exchange Offers were not made in the Kingdom of Spain by way of a public
offering, as defined and construed in Chapter I of Title III of Law 24/1988, of
28 July, on the Securities Act (as amended by Royal Decree Law 5/2005, of 11
March) and related legislation.
Italy
The Exchange Offers were not made, directly or indirectly, in the Republic of
Italy ("Italy"). The Exchange Offers, this announcement and the Exchange Offer
Memorandum have not been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. Accordingly, holders of Existing Securities are notified
that, to the extent such holders were located or resident in Italy, the Exchange
Offers were not available to them and they were not permitted to offer Existing
Securities for exchange pursuant to the Exchange Offers nor may the New
Securities be offered, sold or delivered in Italy and, as such, any exchange
instruction received from or on behalf of such persons was ineffective and void,
and neither this announcement, the Exchange Offer Memorandum nor any other
documents or materials relating to the Exchange Offers, the Existing Securities
or the New Securities may be distributed or made available in Italy.
United Kingdom
The communication of this announcement, the Exchange Offer Memorandum and any
other documents or materials relating to the Exchange Offers is not being made
and was not made and such documents and/or materials have not been approved by
an authorised person for the purposes of section 21 of the Financial Services
and Markets Act 2000. Accordingly, such documents and/or materials are not being
and/or were not distributed to, and must not be passed on to, the general public
in the United Kingdom. The communication of such documents and/or materials as a
financial promotion was only and 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 or were within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made, or was otherwise lawfully
made, under the Financial Promotion Order.
France
The Exchange Offers were not made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Exchange Offer
Memorandum nor any other document or material relating to the Exchange 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
portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) 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.411-4 of the French Code Monétaire et Financier were eligible to
participate in the Exchange Offers. This announcement and the Exchange Offer
Memorandum have not been and will not be submitted for clearance to nor approved
by the Autorité des Marchés Financiers.
Switzerland
Holders of Existing Securities were only invited to offer to exchange their
Existing Securities for New Securities pursuant to the Exchange Offers and the
New Securities were only offered for sale or otherwise in or into Switzerland in
compliance with all applicable laws and regulations in force in Switzerland. To
ensure compliance with the Swiss Code of Obligations and all other applicable
laws and regulations of Switzerland, only the Exchange Offer Memorandum and the
documents deemed to be incorporated by reference in it (including the
Preliminary Prospectus) were used in the context of any invitation to holders of
Existing Securities to offer to exchange their Existing Securities for New
Securities pursuant to the Exchange Offers or any offer of the New Securities
for sale or otherwise in or into Switzerland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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