Holders Spanish Consent Securities: Results

RNS Number : 6842R

Banco Bilbao Vizcaya Argentaria SA

21 November 2012

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE CONSENT AND TENDER OFFER MEMORANDUM

Banco Bilbao Vizcaya Argentaria, S.A.("BBVA"), further to the announcements dated 11 October 2012 and 29 October 2012, and in compliance with the Securities Market legislation, hereby communicates the following:

RELEVANT EVENT

BBVA, given that the conditions precedent have been satisfied (including the approval by the holders of the Spanish Consent Securities, at the first meetings of the syndicates of holders, of the amendment of the terms and conditions of the Spanish Consent Securities, in order to allow for their repurchase by BBVA) and the deadline for submission of offers under the Invitation in connection with the Spanish Consent Securities has expired according to the terms and conditions set out in the Consent and Tender Offer Memorandum dated 11 October 2012 (the "Consent and Tender Offer Memorandum"), informs of the results of the invitations to holders of the Spanish Consent Securities detailed in the annexed table to tender their Spanish Consent Securities for purchase by BBVA for cash (the "Invitations").

The Invitations expired at 17:00 (CET) on 26 October 2012.

BBVA has decided, in compliance with the terms and conditions of the Consent and Tender Offer Memorandum, to accept the purchase of Spanish Consent Securities in a total outstanding amount of approximately 410.1 million Euros (the annexed table includes the relevant amount for each series). No Scaling Factor has been applied to the Spanish Consent Securities accepted for purchase by BBVA. The settlement of the purchase of the Spanish Consent Securities is expected to take place on 23 November 2012.

BBVA estimates that the purchase of the Spanish Consent Securities will result in capital gains of approximately 85 million Euros.

BBVA, Morgan Stanley & Co. International plc and UBS Limited have acted as Dealer Managers to the Invitation. Lucid Issuer Services Limited, acting as Tender Agent, will communicate today to the Accountholders which offers have been accepted and which have not been accepted. For any further information, please contact the Tender Agent: [e-mail] / www.lucid-is.com/bbva /[phone], Attention of: David Shilson / Paul Kamminga.

The results of the acceptances for the purchase of the Spanish Consent Securities by BBVA, for which the Purchase Prices have been determined pursuant to an unmodified Dutch auction process, are those set out in the annexed table. For any additional information on the Invitations, please check the Consent and Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Consent and Tender Offer Memorandum.

Madrid, 21 November 2012

DISCLAIMER This announcement must be read in conjunction with the Consent and Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Consent and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Consent and Tender Offer Memorandum comes are required by each of BBVA, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

ANNEX

SPANISH CONSENT SECURITIES
Issuer	Series	ISIN	Aggregate Outstanding Principal Amount	Series Acceptance Amount	Total Purchase Price paid for the Series Acceptance Amount (excluding interest)
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	€1,000,000,000 Obligaciones subordinadas, Octubre 2004	ES0213211099	€1,000,000,000	€367,300,000	€317,918,000
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	€300,000,000 Obligaciones subordinadas, Febrero 2007	ES0213211107	€300,000,000	€42,800,000	€34,923,125

 

END

 

 

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