Share Capital Increase
Banco Comercial Portugues S.A.
5 December 2000
Merger of Banco Pinto & Sotto Mayor,S.A. and BCP-IF, SGPS,
Sociedade Unipessoal, Ld(a) into Banco Comercial Portugues, S.A. (BCP)
Share capital increase by BCP
Pursuant to the provisions of article 2 of Regulation 11/200 of 'Comissao do
Mercado de Valores Mobiliarios' and other applicable regulations, Banco
Comercial Portugues, S.A. (BCP) and Banco Pinto & Sotto Mayor, S.A.(BPSM)
announced today that as at 22 December 2000, the shares representing the share
capital of BPSM will be exchanged for BCP shares and that 8,308,353 new BCP
shares will be issued by conversion of convertible bonds, according to:
A) The merger by incorporation of Banco Pinto & Sotto Mayor, S.A. into BCP-IF,
SGPS, Sociedade Unipessoal, Ld(a) and of the latter into Banco Comercial
Portugues, SA., as approved in the General Shareholders Meetings of the two
companies held as at 13 and 16 of October last and as per public deed to be
executed as at 15 December, 2000;
B) Request for the conversion of the total outstanding convertible bonds,
issued in 1996 by BCP Sucursal Financeira Exterior, already delivered by
the bondholders and as per public deed to be executed as at 15 December,
2000;
It is hereby announced that:
The Commercial Register of the above mentioned merger and share capital increase
will be requested as at 15 December 2000;
For each BPSM share of par value 1,000 Escudos the shareholders of BPSM will
receive 4.6296 BCP shares with par value of 1 Euro, rounded down (in relation to
the quantity held by each shareholder) to a whole number of shares. Whenever
applicable, there will be a cash payment for the remaining value which is not
being settled with BCP shares - as a result of rounding - in accordance with a
price of 4.968 Euro per BCP share;
The exchange of BPSM shares which are registered with the 'Central de Valores
Mobiliarios', as well as the payment for the residual cash amounts, will be
processed by this entity;
The shareholders of BPSM whose shares are not deposited with 'Central de Valores
Mobiliarios' should contact any branch of Banco Comercial Portugues, S.A.
(inclusive of NovaRede, Atlantico e SottoMayor), where they shall be informed of
the necessary procedures to be adopted;
The new 8,308,353 BCP shares with par value of 1 Euro to be issued in connection
with the request to convert convertible bonds, shall be deposited with the
accounts of the bondholders, which have already exercised their right to
convert, in accordance with the respective terms and conditions.
Application for the listing of the shares referred in this announcement shall be
rendered today to 'BVLP - Sociedade Gestora de Mercados Regulamentados, S.A.'
(Lisbon and Oporto Stock Exchange), and it is expected to be granted as soon as
possible.
In consideration of the terms of this issue, its size (1.2% of the outstanding
share capital of BCP) and the fact that BCP has fulfilled its information
duties, and in accordance with paragraph 1-c) of article 240 of the 'Codigo dos
Valores Mobiliarios' (Securities Code), waiver of a listing prospectus shall be
requested.
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