Notice of Rights Offering
Banco Comercial Portugues S.A.
07 March 2003
BANCO COMERCIAL PORTUGUES, S.A.
Public company ('Sociedade Aberta')
Head Office: Praca D. Joao I, 28, 4000-434 Oporto
Share Capital : 2,326,714,877 euro
Registered with the Commercial Registry of Oporto under no. 40,043
Collective entity no. 501,525,882
(Issuer)
Not for release, publication or distribution in or into the United States,
Canada, Australia, France, Japan or South Africa
NOTICE OF RIGHTS OFFERING OF 930,685,950 ORDINARY SHARES, IN BOOK-ENTRY FORM,
NOMINAL VALUE 1 EURO PER SHARE, WITH SUBSCRIPTION RESERVED FOR SHAREHOLDERS
EXERCISING THEIR PRE-EMPTIVE RIGHTS
As provided for in article 123 of the Portuguese Securities Code (Codigo dos
Valores Mobiliarios), BCP hereby announces that it will increase its share
capital by 930,685,950 euro (based on current values, from 2,326,714,877 euro to
3,257,400,827 euro) under the terms and conditions of the rights offering
described in this announcement and the other documents related to the rights
offering, through the issuance of 930,685,950 ordinary shares, nominal value 1
euro per share, in book-entry form.
1. Issuer
The issuer is Banco Comercial Portugues, S.A. ( 'BCP' or the 'Issuer'), a public
company ('sociedade aberta'), whose head office is at Oporto, Praca D. Joao
I, 28, collective entity nr. 501,525,882, with a share capital of 2,326,714,877
euro, registered with the Commercial Registry of Oporto under no. 40,043.
2. Amount, nature and representation
The share capital of BCP will be increased by 930,685,950 euro (based on current
values, from 2,326,714,877 euro to 3,257,400,827 euro), through the issuance, by
means of a rights offering of 930,685,950 ordinary shares, nominal value 1 euro
per share. The ordinary shares will be offered directly to shareholders for
subscription pursuant to the exercise of their pre-emptive subscription rights.
All shares to be issued will be in book-entry form and will be inscribed in
accounts of the relevant holders with authorized financial intermediaries.
3. Issue price and method of exercise
All ordinary shares to be issued will be offered for subscription at a
subscription price of 1 euro per share. Payment for the shares shall be made in
cash and fully paid at the time of subscription and should include the amount
due for the subscription for any additional shares subscribed for pursuant to
the exercise of oversubscription rights.
The financial intermediaries receiving the orders may charge fees on the
subscription price to be paid by the subscribers.
4. Proportional Rights and Oversubscription Rights
The 930,685,950 ordinary shares to be issued, nominal value 1 euro per share,
are offered directly for subscription to shareholders through the exercise of
their pre-emptive rights. •Holders of our ordinary shares will receive one
proportional right for every ordinary share they own. The number of new shares
that can be subscribed for pursuant to the exercise of proportional rights is
determined by multiplying the number of proportional rights held by the factor
0.4, rounded down to the nearest whole share, which is equivalent to 2 new
ordinary shares for each 5 existing ordinary shares.
Shares not subscribed for pursuant to the exercise of proportional rights may
be subscribed for by holders of proportional rights who have subscribed for a
number of shares greater than that to which they would be entitled to subscribe
for pursuant to the exercise of proportional rights, in proportion to the total
number of ordinary shares subscribed for pursuant to the exercise of
proportional rights, rounded down to the nearest whole share. Applications for
additional shares must be made together with the exercise of proportional
rights.
Shares traded on Euronext Lisbon on or after March 11, 2003 will trade
ex-rights.
Any shares remaining after the exercise of proportional rights and
oversubscription rights will be available for subscription by 'institutional
investors' (as described in the Portuguese Securities Code) provided that
applications are received prior to the end of the subscription period, or will
be otherwise offered and sold to qualified institutional buyers in the United
States or to certain institutional investors outside the United States.
In the event that not all the new ordinary shares are subscribed for, the rights
offering will be reduced to the number of shares actually subscribed for,
pursuant to article 457 of the Portuguese Companies Code ('Codigo das Sociedades
Comerciais') and to article 161 of the Portuguese Securities Code ('Codigo dos
Valores Mobiliarios').
5. Period and places for subscription
The subscription period shall run from 8:30 a.m. (Lisbon time) on March 14, 2003
to 3:00 p.m. (Lisbon time) on March 31, 2003.
Subscription orders may be placed at any Banco Comercial Portugues, S.A. branch,
or through an authorized financial intermediary.
Subscription orders must be transmitted by financial intermediaries to
Interbolsa in accordance with customary procedures applicable to subscription
orders relating to rights offerings.
Financial intermediaries must also send the daily results of subscription orders
they receive throughout the subscription period to BCP Investimento.
Subscription orders may not be revoked during the 5 days prior to the end of the
subscription period, i.e., they are irrevocable from the close of business on
March 26, 2003.
Pursuant to the underwriting agreement mentioned below, any remaining shares not
subscribed for pursuant to the exercise of proportional rights and
oversubscription rights will, subject to certain conditions, be subscribed for
by the underwriters who will confirm their subscription to BCP or to BCP
Investimento.
6. Pre-emptive rights
The rights offering is directed at shareholders pursuant to the exercise of
their pre-emptive rights.
Shareholders who do not wish to exercise their rights, in whole or in part, may
trade them on the official market of Euronext Lisbon from the first day on which
they may be exercised to the fourth business day prior to the end of the
subscription period, i.e., from 8:30 a.m. (Lisbon time) on March 14, 2003 to 4:
30 p.m. (Lisbon time) on March 25, 2003.
7. Additional information about the new ordinary shares
Holders of ordinary shares are informed that, as further detailed in the
prospectus:
a. the ordinary shares to be issued in the rights offering will not
entitle their holders to receive the dividends payable in respect of the
financial year ended December 31, 2002, approved at the General Meeting of
Shareholders on February 24, 2003; and
b. BCP has entered into an underwriting agreement with Merrill Lynch
International and UBS AG, acting through its business group UBS Warburg, under
which Merrill Lynch and UBS Warburg have agreed, subject to certain conditions
summarized in the prospectus, to subscribe for or procure subscribers for the
ordinary shares not subscribed for pursuant to the exercise of the proportional
rights and the oversubscription rights, for their account and/or in the name and
for the account of other institutional investors, which subscription will be
made on the last day of the subscription period.
8. Listing
A maximum of 930,685,950 shares, corresponding to the maximum number of new
ordinary shares offered through the rights offering covered by this prospectus,
shall be subject to an application for trading on the official market of
Euronext Lisbon, and admission to trading is expected to occur on or around
April 9, 2003. BCP has also applied to admit the new ordinary shares to listing
on the Official List of the UK Listing Authority and to trading on the London
Stock Exchange and intends to apply to list the new ordinary shares on Euronext
Amsterdam.
9. Registration of the Rights Offering
The rights offering was registered with the CMVM under No. 9015.
Article 118, No. 3 of the Portuguese Securities Code provides that the granting
of a registration by the CMVM 'be based on criteria of legality, and does not
involve any guarantee with respect to the information content, the economic or
financial position of the offering entity or issuer, the feasibility of the
offer or the quality of the securities'.
10. Arranger
The financial intermediary in charge of coordinating (organizacao e
assistencia) the rights offering is BCP Investimento, whose registered address
is at Av. Jose Malhoa, Lote 1686, in Lisbon, which will also be responsible for
determining and announcing the results of the rights offering.
11. Form of publication
This announcement is published in the Euronext Lisbon daily bulletin (Boletim de
Cotacoes) and in the Diario Economico newspaper.
The prospectus for the rights offering is available at the following locations:
BCP's registered address, located at Rua D. Joao I, 28, in Oporto;
• Registered address and main offices of BCP Investimento, located, in
Lisbon, at Av. Jose Malhoa, 1686, and in Oporto, at Rua Julio Dinis, 705-719,
1st and 2nd floors;
• Branches of Banco Comercial Portugues, S.A.; and
• Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A.,
located at Edificio Atrium Saldanha, Praca Duque de Saldanha, 1, 5th floor, in
Lisbon.
The rights offering is being made in Portugal in accordance with the Portuguese
Securities Code (Codigo dos Valores Mobiliarios) and is only addressed to
persons to whom it may lawfully be made.
This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for or buy, any rights or any of the ordinary shares to be
issued or sold in connection with the rights offering. Offers should only be
made on the basis of information contained in the prospectus issued in
connection with the rights offering and any supplements thereto. The prospectus
will contain detailed information about BCP and its management, as well as
financial statements. The offer of the ordinary shares in certain jurisdictions
may be restricted by law and therefore potential investors should inform
themselves about and observe any such restrictions.
Neither the rights nor any of the ordinary shares to be issued or sold in
connection with the rights offering have been or will be registered under the
U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and may not
be offered or sold within the United States, or to or for the benefit of a U.S.
person, absent registration or an exemption from registration under the U.S.
Securities Act.
This announcement and the information contained herein is not for release,
publication or distribution in or into the United States, Canada, Australia,
France, Japan or South Africa.
March 7, 2003
Issuer Rights Offering Coordinator
Banco Comercial Portugues, S.A. BCP Investimento
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