Issue of Equity
Banco Comercial Portugues S.A.
23 February 2001
Banco Comercial Portugues
BANCO COMERCIAL PORTUGUES, SA.
ANNOUNCEMENT OF THE LAUNCH BY BANCO COMERCIAL
PORTUGUES, S.A. OF AN OFFER FOR SUBSCRIPTION OF UP TO 168,125,003
ORDINARY REGISTERED SHARES WITH PAR VALUE OF EURO 1 PER
SHARE TO EXISTING SHAREHOLDERS THROUGH THE EXERCISE OF
THEIR RIGHTS OF PREFERENCE
Pursuant to the provisions of article 123 of the Codigo dos Valores Mobiliarios
(Securities Code), the increase of the share capital of Banco Comercial
Portugues, S.A. from Euro 2,101,562,549 to Euro 2,269,687,552, through the
issuance of 168,125,003 new ordinary registered shares with a par value of Euro
1 per share, in the terms and conditions of this announcement and other offer
documentation, is hereby made public.
1. Issuer's identification
The issuer is Banco Comercial Portugues, S.A. (hereinafter 'BCP' or 'issuer') a
public company whose registered address is in Oporto, at Rua Julio Dinis,
705-719, company nr. 501 525 882, with a share capital of 2,101,562,549 euro,
registered in the Oporto Commercial Registry under nr. 40043/850717.
2. Amount and Nature
BCP's share capital will be increased from 2,101,562,549 euros to 2,269,687,552
euros, through the issuance of 168,125,003 ordinary registered shares with a par
value of 1 euro each. The offer is exclusively for BCP shareholders, through the
exercise of their respective rights of preference.
All the shares to be issued will be registered, and will be subject to
registration in the account of the respective shareholder with authorised
financial intermediaries.
3. Price of the issue and form of payment
All of the 168,125,003 shares to be issued, with a par value of 1 euro each,
shall be placed for subscription at a price of 4.25 euros each, corresponding to
a premium over par of 3.25 euros per share. Payment for shares subscribed will
be made in cash and in its entirety at the time of subscription.
Commissions may he due on the amount paid by subscribers depending on which
financial institution takes the subscription orders.
4. Offer Method
The 168,125,003 ordinary registered shares to be issued, with a par value
of 1 euro each, are offered directly for subscription to shareholders
through the exercise of their respective rights of preference. The number
of new shares to be subscribed results from the application of a factor of
0.08 to the number of subscription rights held at the time of subscription,
rounded downwards.
Shares initially not subscribed shall be subject to pro rata distribution
to holders of subscription rights who have stated an intention to subscribe
a number of shares greater than that to which they would proportionally
have the right, in the proportion to the value of the respective
subscriptions, rounded downwards. The additional subscription order must be
made jointly with the subscription order.
In case of an incomplete subscription, the share capital increase shall be
limited to the amount of the shares subscribed.
5. Acceptance Period and Locations
The subscription period shall run from 8:30a.m. on March 2 through 3:00p.m.
on March 16, 2001.
Subscription orders may be placed at any Banco Comercial Portugues, S.A.
branch, or through legally authorised Financial Intermediaries.
Subscription orders may be revoked up to 5 days prior to the end of the
Offer period, i.e., they are irrevocable from March 12, 2001, inclusive.
6. Rights of Preference
The present offer is directed to shareholders, through the exercise of
their respective rights of preference.
Shares not initially subscribed shall be subject to prorata distribution to
holders of subscription rights who have stated an intention to subscribe a
number of shares greater than that to which they would proportionally have
the right to, in the proportion of the value of the respective
subscriptions, rounded downwards.
Shareholders who do not wish to exercise their subscription rights, in whole
or in part, may trade them on the Official Trading Market of the Lisbon and
Oporto Stock Exchange from die first day on which they may be exercised
through to the 4th business day prior to the end of the subscription
period, i.e., from March 2, 2001 through March 12, 2001.
7. More information regarding the new shares
Shareholders are informed, in accordance with the offering prospectus, that:
a) The shares covered by the current offer shall not grant any right
to dividends or any other distribution which may be approved with
respect to fiscal year 2000;
b) In addition, they shall not confer any right to participate in the
capital increase by incorporation of reserves which may be
determined in the General Meeting of Shareholders of BCP to be held
on March 26, 2001. It is expected that the public deed of the
current share capital increase will occur after that General
Meeting of Shareholders.
8. Admission to Listing
A maximum of 168,125,003 shares, corresponding to the maximum number of
shares offered through the Public Subscription Offer covered by this
Prospectus, shall be subject to an application for listing on the
Official Trading Market of the Lisbon and Oporto Stock Exchange.
9. Development Contracts
No development contracts were entered into related to the present issue.
10. Registration of the Issue
The present issue was subject to prior registration in the CMVM under No.8940.
11. Organisation and Leadership
The present issue was organised and led by BCP Investimento - Banco
Comercial Portugues de Investimento, S.A., with registered address at Av.
Jose Malhoa, Lote 1686, in Lisbon.
12. Method of Publication
The present announcement of launching is published in the Official Bulletin
of the Lisbon Stock Exchange and in the newspaper Diario Economico.
The Prospectus detailing the capital increase covered by the Public
Subscription Offer, is available at the above mentioned headquarters of the
Issuer, as well as at the headquarters and agency of BCP Investimento, at
Avenida Jose Malhoa, Lote 1686-1070-157 Lisbon and at Rua Julio Dinis,
705-719, Oporto, at the branches of Banco Comercial Portugues, SA, and at
Lisbon and Oporto Stock Exchange.
Lisbon 22 February 2001
The Issuer
Banco Comercial Portugues S.A.
Financial Intermediary
BCP Investimento
This rights offering is made for the securities of a foreign company. The
offer is subject to the disclosure requirements of a foreign country that
are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance with
foreign accounting standards that may not be comparable to the financial
statements of United States companies. Transfer of rights by U.S. holders
is prohibited except in accordance with Regulation S of the Securities Act
of 1933.
It may be difficult for you to enforce your rights and any claim you may
have arising under the federal securities laws, since the issuer is located
in a foreign country, and some or all of its officers and directors may be
residents of a foreign country. You may not be able to sue the foreign
company or its officers or directors in a foreign court for violations of
the U.S. securities laws. It may be difficult to compel a foreign company
and its affiliates to subject themselves to a U.S. court's judgment.