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Popular Capital SA (91LK)

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Monday 07 December, 2009

Popular Capital SA

Extension of the Exchange Off

RNS Number : 6686D
Popular Capital S.A.
07 December 2009


4 December 2009



On 30 November 2009, Banco Popular Español, S.A. ("Banco Popular") launched invitations to holders of certain existing Euro denominated Tier 1 hybrid securities issued by Popular Capital, S.A. (the "Existing Securities") to offer to exchange any and all of Popular Capital, S.A.'s Existing Securities for new Euro Lower Tier securities (the "New Securities"), to be issued by Banco Popular (the "Exchange Offers").

Banco Popular has today given notice to the Holders of the Existing Securities through the Clearing Systems that it has exercised its discretion as described under "Amendment and Termination" of the Exchange Offer Memorandum dated 30 November 2009 (the "Exchange Offer Memorandum"), to extend the period of receipt of Exchange Instructions

Within the first days of the transaction, a high number of investors have been contacted. Given that there is a greater number of participants than initially expected and bearing in mind the requests of extension of the Exchange Offer period that have been received, Banco Popular has considered it convenient to take them into account, and accordingly, extend the said period as set out below.

The new Exchange Offer Deadline will be 5:00 p.m. (Central European time) on 15 December 2009, unless extended, re-opened or terminated. This extension will entail the amendment of the indicative calendar provided for on page 16 in the Exchange Offer Memorandum, which will be replaced with the following:


The times and dates below are indicative only.


Times and Dates

Commencement of the Exchange Offers

Exchange Offers announced. Exchange Offer Memorandum available from the Dealer Managers and the Exchange Agent.

10:00 a.m. (CET)

Monday, 30 November 2009

Exchange Offer Deadline

Final deadline for receipt of valid Exchange Instructions by the Exchange Agent in order for Holders to be able to participate in the Exchange Offers.

5:00 p.m. (CET) on

Tuesday, 15 December 2009

Placement of New Offer Securities

Offer of New Offer Securities in the open market.

On or about Thursday, 17 December 2009

Pricing Time

Determination of the Euro 5 Year Swap Rates and calculation of the Euro Mid-Swap Rate and the Interest Rate (Fixed).

As soon as reasonably practicable on Thursday, 17 December 2009


Announcements of whether the Offeror will accept valid offers of Existing Securities for exchange pursuant to any or all of the Exchange Offers and, if so accepted, of (a) the Euro Mid-Swap Rate and the Interest Rate (Fixed), and (b) the final aggregate (i) liquidation preference of each series of Existing Securities accepted for exchange and (ii) nominal amount of New Securities to be issued, including, if applicable, the nominal amount of New Offer Securities to be issued.

Thursday, 17 December 2009


Expected settlement date for the Exchange Offers and of the offer of the New Offer Securities.

Tuesday, 22 December 2009

The above times and dates are subject to the right of the Offeror to extend, re-open, amend and/or terminate any Exchange Offer (subject to applicable law and as provided in this Exchange Offer Memorandum). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Securities whether such intermediary needs to receive instructions from a Holder before the deadlines set out above in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers.  The deadlines set by each Clearing System for the submission of Exchange Instructions will also be earlier than the deadlines above. See "Procedures for Participating in the Exchange Offers".

Unless stated otherwise, announcements in connection with the Exchange Offers will be made through RNS and may also be (a) found on the relevant Reuters International Insider Screen, (b) made by the delivery of notices to the Clearing Systems for communication to Direct Participants and (c) made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offers. In addition, holders of Existing Securities may contact the Dealer Managers for information using the contact details on the last page of this Exchange Offer Memorandum. 

All references in the Exchange Offer Memorandum to the Exchange Offer Deadline, to the date of placement of New Offer Securities, to the announcements of results and to the Settlement Date should be read accordingly. In addition, reference to the New First Call Date should be read as reference to 22 December 2014.

Additional Information

The complete terms and conditions of the Exchange Offers are set forth in the Exchange Offer Memorandum dated 30 November 2009 (including translations of the Registration Document, the Base Prospectus and the draft Final Terms) that will be sent to eligible holders of Existing Securities at their request. Holders of Existing Securities are urged to read the Exchange Offer Memorandum carefully when it becomes available.

Capitalised terms used but not defined herein shall have the meanings assigned to such terms in the Exchange Offer Memorandum.

Additional Information

The Exchange Offer Memorandum may be obtained by eligible persons from the Exchange Agent, Lucid Issuer Services Limited.

Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco Popular Español, S.A.  (the "Co-Dealer Manager", and together with the Lead Dealer Manager, the "Dealer Managers") 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 Lucid Issuer Services Limited at + 44-(0)-20-7704-0880 or [email protected] (attention: David Shilson).



Offer and jurisdiction restrictions

Neither this announcement nor the Exchange Offer Memorandum 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 Offer of Existing Securities for exchange pursuant to the Exchange Offers will not be accepted from Holders of Existing Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, such Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.

United States

The Exchange Offers are not being made, and will not be 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 (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). This includes, but is 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 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 cannot be 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 will be 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 will be invalid and will not be accepted.

This announcement and the Exchange Offer Memorandum are 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 Securities Act. The New Securities 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 and the Exchange Offer Memorandum is limited to the Exchange Offers and this announcement and the Exchange Offer Memorandum may not be 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 will represent that it is not located in the United States and is not participating in that Exchange Offer from the United States, that it is participating in the Exchange Offers in accordance with Regulation S under the Securities Act and that it is not a U.S. person or it is 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 is 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.


Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers have been submitted nor will they be submitted for approval or recognition to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and, accordingly, the Exchange Offers are not being 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 and related legislation. This notwithstanding, an application will be made by Banco Popular for the listing of the New Securities on the AIAF Fixed Income Securities Market for which purposes the Final Terms relating to the New Securities will have to be filed with the CNMV.


The Exchange Offers are not being 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 are located or resident in Italy, the Exchange Offers are not available to them and they may not 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 shall be 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 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 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 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 within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.


The Exchange Offers are not being 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 tiersand/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 are 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.


Holders of Existing Securities may only be invited to offer to exchange their Existing Securities for New Securities pursuant to the Exchange Offers and the New Securities may only be 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 any supplements thereto, the Registration Document, the Final Terms and all documents incorporated by reference thereto (including the Base Prospectus) may be 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.


No exchange offer of Existing Securities may be made in Portugal except in circumstances that will result in compliance with the rules concerning marketing of New Securities and the laws of Portugal generally. 

 Neither this Exchange Offer Memorandum nor the Base Prospectus, the Registration Document or the Final Terms have been nor will be subject to the approval of the Portuguese Securities Market Commission (the "CMVM"). The New Securities will not be offered or sold in Portugal or to residents of Portugal otherwise than in accordance with applicable Portuguese Law. 

No approval has been or will be requested from the CMVM that would permit a public offering in relation to the New Securities referred to in this Exchange Offer Memorandum or in the Base Prospectus, the Registration Document or the Final Terms, therefore the same cannot be offered to the public in Portugal. Accordingly, no New Securities have been or may be offered to 100 or more addressees who are not Portuguese Qualified Investors and no offer has been or may be preceded or followed by promotion or solicitation to unidentified investors, public advertisement or publication of any promotional material. In particular, this Exchange Offer Memorandum, the Base Prospectus, the Registration Document and the Final Terms and the offer of New Securities is only intended for Portuguese Qualified Investors.

 "Portuguese Qualified Investors" within the meaning of Article 30 of the Securities Code (Código dos Valores Mobiliários) includes credit institutions, investment firms, insurance companies, collective investment institutions and their respective managing companies, pension funds and their respective pension fund-managing companies, other authorised or regulated financial institutions, notably securitisation funds and their respective management companies, all other financial companies, securitisation companies, venture capital companies, venture capital funds and their respective management companies, financial institutions incorporated in a state that is not a member state of the EU that carry out activities similar to those previously mentioned, entities trading in financial instruments related to commodities and regional and national governments, central banks and public bodies that manage debt, supranational or international institutions, namely the European Central Bank, the European Investment Bank, the International Monetary Fund and the World Bank, as well as entities whose corporate purpose is solely to invest in securities and any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, all as shown in its last annual or consolidated accounts. It may also include high net worth individuals who request to be classified as such, where they also comply with certain requirements and subsequently with the registration with the CMVM within the terms of a CMVM regulation


This Exchange Offer Memorandum has not been submitted for approval to the Belgian Banking, Finance and Insurance Commission and, accordingly, the Exchange Offer(s) may not be made in Belgium by way of a public offer, as defined for the purposes of the law of 1 April 2007 on public takeover bids or the law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets. Each Exchange Offer is addressed in Belgium exclusively to, and may only be accepted by, Holders who are qualifying investors within the meaning of Article 10 of the law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets, or who can otherwise make the representation set out in "Procedures for Participating in the Exchange Offers" below.

This information is provided by RNS
The company news service from the London Stock Exchange

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