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Popular Capital SA (91LK)

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Friday 04 January, 2013

Popular Capital SA

Notice of EGM

RNS Number : 8399U
Popular Capital S.A.
04 January 2013
 

POPULAR CAPITAL, S.A.

 

CALLING OF THE "SYNDICATES GLOBAL ASSEMBLY" OF PREFERRED SECURITIES

(i)      Euro 300,000,000 SERIES A 6 per cent Non-cumulative Perpetual Guaranteed Preferred Securities (2003);

(ii)     Euro 250,000,000 SERIES B CMS-linked Non-cumulative Perpetual Guaranteed Preferred Securities (2004);

(iii)    Euro 300,000,000 SERIES C Step-up Fixed/Floating Rate Non-cumulative Perpetual Guaranteed Preferred Securities (2007); and

(iv)    "Participaciones Preferentes SERIE D" (2009)

 

Pursuant to Sections 422 and subsequent of the Spanish Companies Act (Ley de Sociedades de Capital) and to the relevant public deeds of issuance and offerings circular, the Trustee of the Assembly of Holders of the issuance of "Euro 300,000,000 SERIES A 6 per cent Non-cumulative Perpetual Guaranteed Preferred Securities (2003)" of Popular Capital, S.A. (hereinafter, the "Company" or the "Issuer") calls the Syndicates Global Assembly (hereinafter, the "Assembly") that will gather the holders of preferred securities of the following issuances:

 

(i)      Euro 300,000,000 SERIES A 6 per cent Non-cumulative Perpetual Guaranteed Preferred Securities (2003) (hereinafter, "Series A 2003 Issuance");

(ii)      Euro 250,000,000 SERIES B CMS-linked Non-cumulative Perpetual Guaranteed Preferred Securities (2004) (hereinafter, la "Series B 2004 Issuance");

(iii)     Euro 300,000,000 SERIES C Step-up Fixed/Floating Rate Non-cumulative Perpetual Guaranteed Preferred Securities (2007) (hereinafter, la "Series C 2007 Issuance"); and

(iv)     "Participaciones Preferentes SERIE D" (2009) (hereinafter, la "Series D 2009 Issuance").

 

Hereinafter, Series A 2003 Issuance, Series B 2004 Issuance, Series C 2007 Issuance and Series D 2009 Issuance, may be jointly called the "Issuances".

The aforesaid meeting of the Assembly will take place on February the 5th, 2013, at 10:00 a.m., in Madrid, 29 José Ortega y Gasset St. If the attendance of two-thirds of the holders of the preferred securities issued and outstanding cannot be obtained, the Assembly will be held, in the same place and time, one month after the first meeting, i.e., on March the 5th, 2013. On the light of the quorum legally required for the first meeting, the holders of the preferred securities are hereby informed that, most probably, the Assembly will be held in the aforesaid second calling.

 

AGENDA

First.-              Review and, if deemed appropriate, approval of the work carried out by the Trustee of the Assembly of Holders of Series A 2003 Issuance, the Trustee of the Assembly of Holders of Series B 2004 Issuance, the Trustee of the Assembly of Holders of Series C 2007 Issuance and the Trustee of the Assembly of Holders of Series D 2009 Issuance; ratification, confirmation or substitution of the relevant Trustees and approval of the corresponding Regulations of the Syndicates of Holders, in accordance with the public deeds of issuance of each of the Issuances.

Second.-          Amendment to the terms and conditions of Series A 2003 Issuance, Series B 2004 Issuance, Series C 2007 Issuance and Series D 2009 Issuance, solely with regards to the extension of the concept of "Distributable Profits" (Beneficio Distribuible), upon which lays the preferred securities' payment of interests/remuneration, so that it includes not only those benefits accrued in the immediately preceding year, but also the distributable reserves.  

Third.-             Draft, reading and approval of the Assembly's minute.

 

SEPARATE VOTE

Pursuant to the relevant public deeds of issuance and offerings circular, the agreements to be discussed under points First and Second of the aforementioned Agenda, shall be approved not only by the Syndicates Global Assembly, but also by the majority of preferred securities of each of the Issuances affected by such agreements.

Thus, once the proposed agreements have been approved, whether that be the case, the said agreements will be subject to a separate vote by the holders of preferred securities of each of the Issuances.

The aforesaid separate vote with respect to each of the Issuances will be performed with the same legal requirements, quorum and majorities than those required for the adoption of the agreements contained in the Agenda of the Syndicates Global Assembly.

 

Information rights

In relation to points of the Agenda, as from the announcement of the notice of this call for the Syndicates Global Assembly in the Official Gazette of the Commercial Registry of Madrid, the holders of preferred securities shall be entitled to review and obtain in the registered office address of the Company, to check the Company's website (www.grupobancopopular.com) and to request immediate and free delivery or forwarding of the full text corresponding to the points of the Agenda to be approved by the Assembly and the report justifying the same.

 

Attendance rights

The holders of the preferred securities of each of the Issuances duly registered in the corresponding entities entrusted with the accounting record (Euroclear, Clearstream Banking Frankfurt, Clearstream Luxembourg or Iberclear, as the case may be) at least, five days prior to date on which the Assembly shall be held and that may justify such condition by any means admitted by law, shall be entitled to attend the Assembly.

 

Proxy rights

Any holder of preferred securities who is entitled to attend the Syndicates Global Assembly may be represented by other holder of preferred securities. Such representation shall be granted in writing and specifically for the Assembly and evidenced by means of any document admitted by the Law.

 

Voting and Quorum rights 

The holders of the preferred securities may exercise their voting rights in relation to any of the points of the Agenda to be approved by the Syndicates Global Assembly and/or to take the necessary measures to be represented in such Assembly as soon as possible. The articles addressing the call and the meeting of each Assembly are set forth in the corresponding Regulations of the Syndicate of Holders of each of the Issuances, copy of which is available in the registered office address of the Company and in the website of the Company (www.grupobancopopular.com).

The quorum required for the Syndicates Global Assembly to approve the proposal is a number of holders of the preferred securities representing, at least, two thirds (2/3) of the principal amount of the outstanding preferred securities at the time in which said Assembly is held. Is the quorum is not present, then the Syndicates Global Assembly shall take place at the second call. At the second call, the Assembly shall be considered duly constituted irrespective of the number of holders of preferred securities attending the Assembly and, consequently, the resolutions shall be adopted by an absolute majority of the present holders of the preferred securities.

 

In Madrid, on January the 3rd, 2013- The Trustee of the Assembly of Holders of Series A 2003 Issuance.


This information is provided by RNS
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