Proposed Acquisition
Banco Santander Central Hispano SA
10 February 2000
BANCO SANTANDER CENTRAL HISPANO PLANS TO
ACQUIRE 100% OF BANCO RIO DE LA PLATA
* Will launch a public share offer through the exchange of newly issued Banco
Santander Central Hispano shares
* To request a listing on the Buenos Aires Stock Exchange
Madrid, February 10, 2000 -- Banco Santander Central Hispano announced today
that it will propose public offers in Argentina and the United States to acquire
shares and American Depositary Shares representing 28.1% of the capital stock of
Banco Rio. As a result of these tender offers and the exercise of certain
purchase options granted to BSCH on September 30, 1998, the Group intends to
control, directly and indirectly, 100% of Banco Rio.
If approved, both offers would be implemented under the normal terms and
conditions as follows: i) in Argentina, by means of an offer to exchange
five newly issued shares in BSCH for seven Banco Rio shares; and ii)in the US,
by means of an offer to exchange 10 newly issued ADSs of BSCH for seven ADSs of
Banco Rio. For information purposes, the exchange ratio in Argentina represents,
as of today, a premium of 23% over the average price of Banco Rio shares on the
Buenos Aires Stock Exchange during the last 20 trading days and 20% over the
last five days.
In order to implement the share exchange, a capital increase would be proposed
to the Annual Shareholders' Meeting of BSCH - to be held on March 3, 2000,
first call, or March 4, 2000, second call as well as the suspension of
preemptive rights associated with the share issue. If fully taken up, the
increase in capital would represent 1.9% of Banco Santander Central Hispano's
present capital, equivalent to approximately US$750 million.
In addition, BSCH will request the listing of its shares on the Buenos Aires
Stock Exchange.
Banco Rio de la Plata, controlled by Banco Santander Central Hispano since
August 1997, is one of the leading banks in Argentina in terms of profitability,
asset quality and stockholders' equity. BSCH currently
owns 52.7% of the capital stock and 65.1% of the voting rights of Banco Rio; and
has options to acquire, in June, 2001, shares of Banco Rio representing 19.2% of
the capital stock and 23.0% of the voting rights.
As a result of this offer, BSCH reinforces its commitment with Argentina
and Latin America, where Banco Rio is a key franchise for its strategy in
the region.
ADDITIONAL INFORMATION
Banco Rio is a universal bank, providing financial services and products
to more than a million local, regional and international clients, made up
of large, middle-market and small companies, individuals, government
agencies and financial institutions. It has 256 branches, 136 customer
service/point of sale facilities and 4,638 employees.
Banco Rio's strategy aims at achieving sustained growth in client base
throughout its operations (commercial, corporate and investment banking,
private banking, asset management and treasury), combining profitability
and efficiency goals with increased market share. Its strong capital
base, quality of service and balance sheet solidity make Banco Rio one
of the best placed Argentine banks to take advantage of future growth
potential in the country's financial sector.
The main features of Banco Rio results in 1999 were:
* Net income increased 17.8% over 1998
* Operating income rose 50.8%.
* Efficiency, measured by the 'cost/income' ratio improved to 63.9% at the end
of 1999 from 72.6% in 1998 and 82.8% in 1997.
* The market share in deposits rose 18% over 1998.
* Market share in deposits and mutual funds rose to 8.0% from 7.3% in 1998
* Non performing loan ratio improved to 2.5% from 2.8% in 1998
KEY DATA (1)
------------
US$ (million) 1999 1998 Var.
-------------------------------------------
Total Assets 12,268 11,695 4.9%
Loans (net) 6,045 6,028 0.2%
Deposits 6,259 5,323 17.5%
Net interest revenue 523 415 26.0%
Operating profit 160 106 50.8%
Net profit 119 101 17.9%
Employees 4,638 4,872
Branches 256 236
NPLs 2.49% 2.75%
Capital ratio 17.8% 15.5%
ROE 10.4% 9.5%
ROA 1.05% 0.77%
Efficiency ratio 63.9% 72.6%
(1) local accounting standards
The Santander Central Hispano Group in Argentina. The Group has majority
shareholdings in Banco Rio - with US$12,269 million in assets and US$1,206
million in equity - and in Banco Tornquist, which is in the process of
merging with Banco Rio.
In pension fund activities, Banco Santander Central Hispano, is one of
the two principal partners in Administradora de Fondos de Pensiones
Origenes, which with 1.5 million affiliates is the sector leader in Argentina.
In addition, Banco Santander Central Hispano has a 9.97% shareholding in the
country's leading financial institution, Banco de Galicia y Buenos Aires.
With these shareholdings, the Group has a combined market share of 9.6%
in deposits, mutual funds and pension funds.
Banco Santander Central Hispano. BSCH (Spanish markets: SCH; NYSE: STD is
the largest financial group in Spain and one of the largest banks by
market capitalization in the Euro Zone. At December 31, 1999, BSCH had
US$340 billion in total managed funds and US$260 billion in assets. It
operates in 38 countries - including all the major international financial
centers - with a 8,473 offices. BSCH has 22 million customers and 95,400
employees.
This document is only for information purposes and does not constitute an
offer, nor could be interpreted as an offer to sell, an offer to exchange
or an offer to acquire securities, nor an invitation to offer the
purchase of securities issued by any of the corporations named herein.
The information contained in this press release may not be considered as
definitive, since such information may be subject to changes and amendments. If
approved by the relevant corporate authorities of BSCH, the transactions
described herein will require the authorization of the relevant regulatory
agencies.
We urge holders of Banco Rio de la Platta ordinary shares and ADRs to read the
Registration Statement on Form F-4 regarding the exchange offer described above,
when the Registration Statement is filed with the U.S. Securities and Exchange
Commission. We also urge you to read the other relevant documents that we have
filed and will file with the SEC. The Registration Statement and these other
documents contain or will contain important information.
Investors will be able to obtain copies of the Registration Statement and
the other documents, once they are filed, from the SEC's Public Reference
Room at 450 Fifth Street, N.W. Washington, D.C. 20549. Telephone (202) 942-8090,
Fax (202) 628-9001, e-mail publicinfo@sec.gov. In addition, documents
(excluding any exhibits) filed with the SEC by BSCH will be available free of
change from Investor and Analyst Relations, Banco Santander Central Hispano,
Plaza Canalejas 1, Madrid 28014. Telephone +3491-558-1031/1365/1370/2040