REG - Banco Bil.Viz.Argent - BBVA offer modification

Banco Bilbao Vizcaya Argentaria SAAnnouncement

09/01/2025 18:00

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RNS Number : 8202S  Banco Bilbao Vizcaya Argentaria SA  09 January 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in accordance with the
provisions of the Securities Market legislation, hereby communicates, at the
request of the Spanish Securities Market Commission (CNMV) and in accordance
with the provisions of Article 234 of Law 6/2023, of March 17, on Securities
Markets and Investment Services, the following:

 

INSIDE INFORMATION

 

In relation to the voluntary tender offer launched by BBVA for the entire
share capital of Banco de Sabadell, S.A. ("Banco Sabadell" or the "Target
Company") (the "Offer"), for which the prior announcement was published as
inside information on May 9, 2024 and the request for authorisation was
submitted to the CNMV on May 24, 2024 and gave leave to proceed on June 11,
2024, BBVA informs that it has decided to modify the Offer by reducing the
minimum acceptance condition provided in the prior announcement, which implies
a more favorable treatment for its recipients, in accordance with Article 31.1
of Royal Decree 1066/2007.

The aforementioned minimum acceptance condition, which initially required the
acceptance of the Offer by at least 2,720,654,746 shares of the Target
Company, representing 50.01 percent of its share capital, is now reduced so
that it requires the Offer to be accepted for a number of shares that allows
BBVA to acquire at least more than half of the effective voting rights of
Banco Sabadell at the end of the Offer acceptance period (therefore excluding
the treasury shares that the Target Company may hold at that time).

As of the date of this communication, the total share capital with voting
rights amounts to 5,361,450,912 ordinary shares (5,361,450 effective voting
rights), considering that Banco Sabadell's share capital is represented by a
total of 5,440,221,447 ordinary shares (5,440,221 voting rights) and that it
holds 78,770,535 treasury shares (as stated in Banco Sabadell's Universal
Registration Document posted on the CNMV's website on May 23, 2024), whose
voting rights are suspended in accordance with Article 148(a) of the Spanish
Companies Act. Therefore, assuming that all such treasury shares remain as
such at the end of the Offer acceptance period, the reduced minimum acceptance
condition will be deemed fulfilled if the Offer is accepted for at least
2,680,726,000 shares of Banco Sabadell (2,680,726 voting rights), which would
represent half plus one of Banco Sabadell's effective voting rights at that
time.

The above notwithstanding, if Banco Sabadell's treasury shares vary by the end
of the acceptance period, the condition will be deemed fulfilled if the Offer
is accepted for the number of shares necessary to acquire more than 50 percent
of the effective voting rights at that time, thus excluding the suspended
voting rights corresponding to the treasury shares held by Banco Sabadell on
that date.

In the event of a positive outcome of the Offer, BBVA will seek the redemption
of Banco Sabadell's treasury shares at the end of the acceptance period at the
first General Shareholders' Meeting of Banco Sabadell, reducing the share
capital and locking up those shares in the meantime.

The fulfillment of this reduced minimum acceptance condition, under the
described terms, will make applicable the exception to the obligation to
launch a mandatory tender offer in accordance with Article 8(f) of Royal
Decree 1066/2007, to the extent that the Offer would have been accepted for
shares representing, at least, 50 percent of the effective voting rights to
which it was addressed.

BBVA will submit to the CNMV the documentation related to the improved terms
of the Offer in accordance with Articles 17 and 20 of Royal Decree 1066/2007.

 

 

Madrid, January 9, 2025

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