Agreement with Eureko
Banco Comercial Portugues S.A.
22 October 2002
FOR IMMEDIATE RELEASE 22 OCTOBER 2002
BANCO COMERCIAL PORTUGUES ('BCP')
Corporate Announcement
Lisbon, 22nd October 2002 -Banco Comercial Portugues S.A. (BCP, NYSE: BPC, LSE:
BCP) hereby announces that it has reached an agreement with Eureko B.V., based
in Amsterdam, Netherlands, and with Achmea Association, based in Zeist,
Netherlands, on the following:
a) BCP sells 20.86% of Eureko B.V. share capital.
These shares will be acquired by Eureko B.V. As result of this operation, the
remaining participation of Banco Comercial Portugues in Eureko B.V. voting
capital will be of 5.0%
b) Banco Comercial Portugues will, in exchange, acquire
100% of the capital of Seguros & Pensoes SGPS, based in Lisbon.
c) The difference in value of the two shareholdings has
resulted in a payment in cash of € 150 million by Banco Comercial Portugues to
Eureko B.V., half of which will be used to repay an intra-group loan granted by
Seguros e Pensoes to Eureko B.V.
The consideration for accounting purposes of this transaction is € 798 million.
The completion of this transaction is subject to documentation and statutory and
regulatory approvals. This will enable Banco Comercial Portugues to pursue its
strategy focused on retail, namely in Bancassurance, leveraging the existing
operational platforms and the domestic branch network, reducing its exposure to
non-core insurance activities and to foreign markets. The ownership of the
capital of Seguros & Pensoes SGPS allows for further strategic flexibility to
future development and focus of the insurance activity of the Group in Portugal.
Additionally, by maintaining its participation in Eureko B.V. Group, though at a
significant lower level when compared to the previous participation, BCP and
Eureko will be enabled to continue to develop joint initiatives, namely in Asset
Management and in Bancassurance in Poland and Greece.
In order to finance the above transaction and maintain an adequate capital
position, BCP's Board of Directors hereby informs that it will, according to its
statutory powers as approved by the General Shareholders Meeting, issue, through
one of its subsidiary companies, preferred shares with a mandatory conversion
into BCP ordinary shares, in the amount of € 500 millions, with preferential
rights to BCP shareholders.
BCP with the advice of Goldman Sachs International has identified certain
alternatives to strengthen its capital base. These include the structuring of
the mandatory convertible preference shares as well as the co-investment by
minority partners in non-core and acquired assets. Both of these initiatives
will substantially contribute to reach BCP's target Tier I Capital of 7%.
Goldman Sachs International acted as financial advisor to Banco Comercial
Portugues in connection with the acquisition of Seguros e Pensoes and the
partial sale of its stake in Eureko B.V.
Banco Comercial Portugues
End of Announcement.
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