Global Tender Offer - Companhia De Seguros Imperio
Banco Comercial Portugues S.A.
12 May 2000
ANNOUNCEMENT OF THE LAUNCH BY
BANCO COMERCIAL PORTUGUES S.A.
OF A GLOBAL TENDER OFFER FOR THE ACQUISITION OF SHARES OF
COMPANHIA DE SEGUROS IMPERIO, S.A.
Pursuant to the provisions of articles 115, paragraph n), and 123 of the Codigo
dos Valores Mobiliarios(i) and other applicable regulations, the launch by
Banco Comercial Portugues, S.A. of a global tender offer for the acquisition of
shares of Companhia de Seguros Imperio, S.A., in the terms and conditions of
this announcement and other offer documentation, is hereby made public. The
offer was registered with the Comissao do Mercado de Valores Mobiliarios(ii)
under nr 8848.
The hereby stated offer, under the Codigo dos Valores Mobiliarios, is only
valid for the portuguese territory, not applying to United States of America or
any other jurisdiction, aiming only to legally entitled addresses.
1. The offerer is Banco Comercial Portugues, S.A. (hereinafter 'BCP' or
'offerer'), a listed joint-stock company whose registered address is in Oporto,
at Rua Julio Dinis, 705-719, company nr. 501525882, with a share capital of
1,000,000,000 euro, registered in the Oporto Commercial Registry under nr.
40043/850717.
2. The target company is Companhia de Seguros Imperio, S.A. (hereinafter
'Imperio' or 'target company'), a listed joint-stock company whose registered
address is in Lisbon, at Alexandre Herculano, 53, company nr. 500069468, with
a share capital of 227,500,000 euro, registered in the Lisbon Commercial
Registry under nr. 1609.
3. The financial intermediary who represents the offerer, responsible for
organising and launching the global tender offer, in the terms and for the
purposes of nr.1 of article 113 of the Codigo dos Valores Mobiliarios, is
BCPA -Banco de Investimento, S.A. (hereinafter 'BCPA'), a joint-stock company
whose registered address is in Lisbon, at Avenida Jose Malhoa, Lot 1686,
company nr. 501451250, with a share capital of 50,000,000 euro, registered in
the Lisbon Commercial Registry under nr. 59521/840529.
4. The securities that are the subject of the offer are the ordinary shares
representing the share capital of Imperio, with a nominal value of 5 euro
each.
The offer is global, the offerer undertaking, under the terms of this
announcement to acquire all shares that are the subject of offer
acceptances.
All ordinary shares which meet all the conditions for disposal free of
liens or charges by the final deadline for this offer, save for those
held by the offerer itself, may be the subject of offer acceptances.
Except for the shares acquired under the 'Agreement reached between
Grupo Jose de Mello and Banco Comercial Portugues for the financial
area' - published at the 'Boletim de Cotacoes da Bolsa de Valores de
Lisboa e Porto', (iii) - dated 11/01/2000 -, there are 22,295,000
target shares representing 49% of the target company's share capital.
5. The offer is a global exchange offer, launched in the sequence of a
preliminary announcement published at the 'Boletim de Cotacoes da Bolsa
de Valores de Lisboa e Porto', dated 09/02/2000, and at the newspapers
'Publico' and 'Jornal de Negocios', both dated 10/02/2000.
6. BCPA will be intervening as a financial intermediary, assisting, organising
and leading the offer.
7. The consideration offered being composed of ordinary shares with a
nominal value of 1 euro, representing BCP's share capital, to be delivered in
the proportion of 1.53 (one point fifty three) shares of the offerer for every
1 (one) share with a nominal value of 5 euro of the target company to be
acquired.
In order to include a mandatory alternative under the law in the terms
of nr. 3 of article 188 of the Codigo dos Valores Mobiliarios, there
will be an alternative consideration in cash amounting to 8.25 euro per share.
With regard to exchange orders, each complete lot of 100 shares of the
target company will give entitlement to the allocation of 153 shares of
the offerer, remaining shares giving entitlement to the allocation of BCP's
shares and/or cash, in accordance with the following rules and calculations:
A) 153 ordinary shares representing BCP's share capital will be
delivered for each complete lot of 100 shares of the target company.
B) Ordinary shares representing BCP's share capital will also be
delivered, with regard to presented shares of the target company
that remain after those referred to in paragraph A) and which do
not constitute a lot of 100 shares, thus being delivered the
integer number of shares of BCP which results from multiplying the
aforementioned number of shares of the target company by the
coefficient 1.53.
C) When applicable, the offerer will deliver cash corresponding to
5.39 euro for each share of BCP which may eventually not be
delivered in the context of paragraph B) before due to rounding.
The calculations to be made to determine the amounts identified in
paragraphs A), B) and C) before are, respectively:
A = int (I / 100) X 153
B = int (1 X 1.53) - A
C = (I x 1.53 - A - B ) X 5.39 euro (rounded to euro cents)
Where:
A: integer number, a multiple of 213, of ordinary shares
representing BCP's share capital to be delivered in
consideration for complete lots of 100 shares of the target
company;
int: rounding to the immediately preceding integer,
I: number of shares of the target company that are the subject
of acceptance of the exchange offer,
B: integer number of ordinary shares representing BCP's share
capital to be delivered in consideration of shares presented
in the target company which do not constitute a lot of 100
shares;
C: the remaining amount in cash, denominated in euro,
corresponding to the implied value of the part not delivered
in BCP shares.
At the offerer's general meeting of shareholders held on 15 March 2000, BCP's
capital share increase of up to 880,724,099 euro, through the emission of
up to 880,724,099 nominal ordinary shares with nominal value of 1 euro
each, was approved. The part of this share capital increase aimed to the
acquisition of the shares subject of the offer, to deliver under the
terms and conditions of point 7 above, could amount, attending to the
maximum potential size of this operation, to 34,111,350 euro, through the
emission of up to 34,111,350 shares. The remaining shares will constitute
consideration for the global tender offers for the acquisition of shares
of Banco Pinto & Sotto Mayor, S.A. and Banco Mello, S.A.
New BCP shares will be issued, in so far as the present announcement is
concerned, to constitute consideration to Imperio shareholders, accepting
the present offer, with consequent direct and public underwriting, with
transmission of the Imperio shares held.
The capital increase, in so far as the present announcement is concerned,
will be limited to the acceptance and underwriting leading to transmission
of Imperio shares and must be satisfied, under the terms of this offer,
by the means of a new share issue. Being a capital increase in kind, the
capital increase has not been object of committed underwriting or placement
therefore an incomplete underwriting may occur.
8. The offer stands for 30 days. Sale orders may be received between 8:30
on 15 May 2000 and 15:00 on 14 June 2000.
9. A brochure containing, in addition to this announcement, the informative
note of the offer, the report of the Board of Directors of the target
company, the announcement of the global subscription offer of shares of BCP
and its respective prospectus, is available for consultation by the
interested parties at the aforementioned offerer's registered address
and at the aforementioned BCPA's registered address and office, located
at Rua Julio Dinis, no. 705-719, 1st and 2nd floor, Oporto, and at the
Lisbon and Oporto Stock Exchange.
10. Lisbon and Oporto Stock Exchange is responsible for determining the
result of the offer, to be published in the 'Boletim de Cotacoes da
Bolsa de Valores de Lisboa e Porto' and in the newspaper 'Publico'.
Lisbon, May 11 2000
The offerer
Banco Comercial Portugues, SA.
The financial intermediary
BCPA - Banco de Investimento, SA..
(i)TN: The Capital Markets Code.
(ii)TN: The Capital Markets Authority.
(iii)TN: The Official Bulletin of the Lisbon Stock Exchange.
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