Exchange offer about 3 issues

RNS Number : 3374A
Banco Bilbao Vizcaya Argentaria SA
06 October 2009
 

 


Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the provisions of the Spanish Securities Market Act, hereby 



INFORMS



'BBVA International Preferred SA', a subsidiary guaranteed at 100% by BBVA, has published an exchange offer in relation to 3 issues of preferred securities sold to institutional investors for a nominal amount of approximately 1,500 million euros. 


The exchange will be for new preferred securities which will comply with current market standards and regulatory requirements in order to be accounted for as equity.


The amount of capital gains arising from this transaction will depend on the definitive level of acceptance of the exchange offer. Said capital gains shall be used to increase additional reserves. 




Madrid, October 6, 2009


  

BBVA International Preferred, S.A. Unipersonal, a wholly owned subsidiary of Banco Bilbao Vizcaya Argentaria, S.A., has today invited holders of its 3 series of existing Euro and Sterling denominated Tier 1 hybrid securities described below (the 'Existing Securities') to offer to exchange any and all of their Existing Securities for new Euro and Sterling denominated Tier 1 hybrid securities (the 'New Securities') described below (the 'Exchange Offers').


Description of the Exchange Offers

The Existing Securities are all perpetual securities issued by BBVA International Preferred:

Series and ISIN


Distribution Rate (%)

Currency

Issue Amount. (MM)

Call Date

Exchange Ratio (%)

Cash Incentive Amount

New Security

Series A XS0229864060


3.798

EUR

550

22/09/15

81.5

€80 per €1,000

Euro New Security

Series B XS0266971745


4.952

EUR

500

20/09/16

81.5

€80 per €1,000

Euro New Security

Series D XS0308305803


7.093

GBP

400

19/07/12

69.0

£100 per £1,000

Sterling New Security



The New Securities:


Security

Issuer

Currency

Structure and Distribution

Euro New Security

BBVA International Preferred, S.A. Unipersonal

EUR

Series E 8.5% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed Preferred Securities

Sterling New Security

BBVA International Preferred, S.A. Unipersonal

GBP

Series F 9.1% Perp NC5 Fixed/Floating Rate Non-Cumulative Perpetual Guaranteed Preferred Securities


Timetable of the Exchange Offers


Date and Time

Event

15:30 CET, on 5 October 2009  

Commencement of the Exchange Offers

5 p.m. CET, on 14 October 2009

Exchange Offer Deadline, unless extended, re-opened or terminated

15 October 2009

Announcement of the Exchange Offers' results and of the applicable margin over EURIBOR or LIBOR, as the case may be, that will apply to each New Security when its Distribution rate changes to a floating rate basis

21 October 2009

Expected settlement date of the Exchange Offers


The complete terms and conditions of the Exchange Offers are set forth in an Exchange Offer Memorandum dated 5 October 2009 (including the Preliminary Prospectus annexed thereto) that will be sent to eligible holders of Existing Securities at their request. 



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