Global Tender Offer for Banco Mello Shares
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
BANCO MELLO, 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, SA. of a global tender offer for the acquisition
of shares of Banco, Mello, 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
8847.
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 Banco Mello, SA. (hereinafter 'Banco Mello' or
'target company'), a listed joint-stock company whose registered address
is in Oporto, at Praca D. Joao I, no 80, company nr. 500792739, with a
share capital of 385,000,000 euro, registered in the Oporto Commercial
Registry under nr. 23969/790628.
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 Banco Mello, 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 37,726,321 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 2.13 (two point thirteen) 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 Mobiiiarios, there will
be an alternative consideration in cash, amounting to 11.50 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 213 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) 213 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 2.13.
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 (BM / 100 ) x 213
B = int (BM X 2.13) - A
C = ( BM x 2.13 - 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;
BM: 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 80,357,064 euro,
through the emission of up to 80,357,064 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 Companhia
de Seguros Imperio, S.A.
New BCP shares will be issued, in so far as the present
announcement is concerned, to constitute consideration to Banco Mello
shareholders, accepting the present offer, with consequent direct
and public underwriting, with transmission of the Banco Mello 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 Banco Mello 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. nr. 705-719, Ist 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, S.A.
The financial intermediary
BCPA - Banco de Investimento, S.A..
(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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