REG - Banco Bil.Viz.Argent - Issue of preferred securities

Banco Bilbao Vizcaya Argentaria SAAnnouncement

08/01/2025 07:00

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RNS Number : 4862S  Banco Bilbao Vizcaya Argentaria SA  07 January 2025

Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), in compliance with the
securities market legislation, and further to the inside information dated 26
September 2024 (with registration number 2396), hereby proceeds to notify the
following:

 

OTHER RELEVANT INFORMATION

 

 

BBVA has agreed to carry out an issue of preferred securities contingently
convertible into newly issued ordinary shares of BBVA with exclusion of
pre-emptive subscription rights for shareholders (the "Securities") for a
total nominal amount of 1,000,000,000 US Dollars (the "Issuance").

 

Once fully paid-up, the Securities are expected to qualify as Additional Tier
1 Capital of BBVA and its Group pursuant to the applicable solvency
regulations.

 

Distributions on the Securities, whose payment is discretionary and subject to
certain conditions, will accrue at a rate of 7.75% per annum from and
including 14 January 2025 to but excluding 14 January 2032. After that, the
distribution rate will be reset in accordance with the applicable terms and
conditions of the Issuance by applying a margin of 324.9 basis points on the
5-year UST.

 

The Issuance is in no event directed towards retail investors, without
prejudice to the additional sales restrictions set out in the terms and
conditions of the Issuance.

 

BBVA will request the listing of the Securities on the New York Stock Exchange
(NYSE).

 

Furthermore, BBVA informs that, for the purposes set forth in articles 414,
417, 510 and 511 of the Spanish Corporate Enterprises Act (Ley de Sociedades
de Capital), the director's report and the report of the independent
expert/auditor of accounts different from BBVA's auditor, both related to the
Issuance, have been issued. These reports will be available to shareholders
through their publication on BBVA's website (www.bbva.com) on the Issuance
closing date (expected to take place on 14 January 2025) and will be reported
to the first General Shareholders' Meeting to be held after the Issuance.

 

 

Madrid, 7 January 2025

 

 

 

 

 

Important information:

There are restrictions with respect to the offering of the Securities in
various jurisdictions, including the United Kingdom, Spain, Singapore, Hong
Kong, Canada, Switzerland and the European Economic Area.

This document may not be distributed, directly or indirectly, in any
jurisdiction in which said distribution is contrary to applicable laws.

This document is not a prospectus and is not an offer or a solicitation to
buy, sell, subscribe or exchange any securities issued or to be issued by
BBVA. No such offer in relation to the Securities shall be conducted in any
jurisdiction in which said offer is not made in conformity with the applicable
legislation.

This document is not an offer for sale of securities in the United States.

In relation with the Issuance, BBVA has filed a registration statement
(including a prospectus), and a prospectus supplement with the U.S. Securities
and Exchange Commission (the "SEC"). Before you invest, you should read the
prospectus and prospectus supplement included in that registration statement
and the other documents BBVA has filed with the SEC for more complete
information about BBVA and the Issuance. You may obtain these documents for
free by visiting the SEC web site at www.sec.gov.

This announcement is not a prospectus, and investors should not purchase any
Securities except on the basis of the information contained in the prospectus,
the prospectus supplement and the other documents filed by BBVA with the SEC
that are incorporated by reference in the registration statement.

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