Banco Popular Espanol SA : Banco Popular Español, S.A. announces invitations to exchange existing securities issued by Popular Capital, S.A., Pastor Part. Pref., S.A. UNIPERSONAL and Banco Pastor, S.A., for new subordinated mandatorily convertible notes due 2014, issued by BPE
06/22/2012| 12:04pm US/Eastern
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21 June 2012
BANCO POPULAR ESPAÑOL, S.A. ANNOUNCES INVITATIONS TO EXCHANGE
CERTAIN EXISTING SECURITIES ISSUED BY POPULAR CAPITAL, S.A.,
PASTOR PARTICIPACIONES PREFERENTES, S.A. UNIPERSONAL AND
BANCO PASTOR, S.A., RESPECTIVELY, FOR NEW SUBORDINATED
MANDATORILY CONVERTIBLE NOTES DUE 2014, ISSUED BY BANCO
POPULAR ESPAÑOL, S.A.
Banco Popular Español, S.A. (the "Bank") has today launched
an invitation to eligible holders of the: (i) €300,000,000
Series A 6 per cent. Non-cumulative Perpetual Preferred
Securities (DE0009190702) issued by Popular Capital, S.A. and
guaranteed by Banco Popular Español, S.A. (the "Series A
Securities"); (ii) €250,000,000 Series B CMS-Linked
Non-cumulative Perpetual Preferred Securities (DE000A0BDW10)
issued by Popular Capital, S.A. and guaranteed by Banco
Popular Español, S.A. (the "Series B Securities");
(iii) €300,000,000 Series C Step-Up Fixed/Floating Rate
Non-cumulative Perpetual Preferred Securities (XS0288613119)
issued by Popular Capital, S.A. and guaranteed by Banco
Popular Español, S.A. (the "Series C Securities");
(iv) €250,000,000 Fixed/Floating Rate Non-Cumulative
Perpetual Preferred Securities (XS0225590362) issued by
Pastor Participaciones Preferentes, S.A. Unipersonal and
guaranteed by Banco Pastor, S.A. (the "Banco Pastor
Securities"); and (v) First Issue of Special
Subordinated Debt (Primera emision de Obligaciones de Deuda
Subordinada Especial) (ES0213770011) issued by Banco Pastor,
S.A (the "Subordinated Securities", together with the Series
A Securities, the Series B Securities, the Series C
Securities and the Banco Pastor Securities, the "Existing
Securities") as described below, to offer to tender for
repurchase any and all of their Existing Securities and
subscribe for newly issued Euro Denominated 4.5 per cent.
Subordinated Mandatorily Convertible Notes due 29 March 2014
(the "New Notes") to be admitted to trading on the
professional securities market of the London Stock Exchange
plc (each such invitation an "Exchange Offer", and together,
the "Exchange Offers").
Any Existing Securities acquired by the Bank pursuant to the
Exchange Offer will be cancelled by the
Issuer and will not be reissued or resold.
The Exchange Offers will expire at 5:00 p.m. (Central
European time) on 27 June 2012 unless extended, re-opened or
terminated as provided in the Exchange Offer Memorandum dated
21 June
2012 (including the Listing Particulars, the "Exchange Offer
Memorandum").
Capitalised terms used in this announcement but not defined
have the meanings given to them in the
Exchange Offer Memorandum.
Existing Securities
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ISIN
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Currency
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Amount of Existing Securities subject to relevant
Exchange Offer
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Exchange
Price
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Listing
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Series A Securities
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DE0009190702
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Euro
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Any and all
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100 per cent.
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Amsterdam, Frankfurt,
Luxembourg
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Series B Securities
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DE000A0BDW10
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Euro
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Any and all
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100 per cent.
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Amsterdam, Frankfurt
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Series C Securities
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XS0288613119
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Euro
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Any and all
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100 per cent.
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London
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Banco Pastor
Securities
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XS0225590362
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Euro
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Any and all
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100 per cent.
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Amsterdam
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Subordinated
Securities
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ES0213770011
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Euro
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Any and all
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100 per cent.
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AIAF
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New Notes
To the extent that any Existing Securities are accepted for
exchange by the Bank, they will be exchanged for the New
Notes, as described below.
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Maturity date
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Currency
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Rate of Interest
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Listing
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New Notes
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March 2014
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Euro
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4.5 per cent.
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Application will be made to the London
Stock Exchange for the New Notes to be admitted to
trading on the professional
securities market of the London Stock
Exchange plc
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The denomination of the New Notes will be €100,000 and
integral multiples of €100,000 in excess thereof.
Accordingly, to participate in an Exchange Offer, Holders
must validly offer for exchange Existing Securities of the
relevant series with an aggregate nominal amount such that
after application of the relevant Exchange Ratio a Holder is
eligible to receive a nominal amount of New Notes of at least
€100,000.
Timetable of the Exchange Offers
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Events
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Times and Dates
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Announcement and Commencement of the Exchange
Offer
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Exchange Offer announced, including New Notes Coupon
and New Issue Price. Notice of the Exchange Offer
submitted to the Clearing Systems. Exchange Offer
Memorandum available from the Joint Dealer Managers and
the Exchange Agent.
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21 June 2012
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Notice of the Exchange Offer submitted to the
Luxembourg Stock Exchange, Euronext Amsterdam, the
Frankfurt Stock Exchange, the London Stock Exchange and
the AIAF and by way of a filing with the CNMV.
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As soon as reasonably practicable on 21 June
2012
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Events Times and Dates
Exchange Offer Deadline
Final deadline for receipt of valid Exchange Instructions by
the Exchange Agent in order for Holders to be able to
participate in the Exchange Offer.
End of Exchange Period, subject to the right of the Bank to
extend, re-open, amend and/or terminate the Exchange Offer.
Announcement of Exchange Offer Results
Announcement of:
• whether the Bank will accept valid offers of Existing
Securities for exchange pursuant to the Exchange Offer; and,
if so,
• the final aggregate nominal amount of (i) Existing
Securities of each Series accepted for exchange; and (ii) New
Notes to be issued.
Publication of Listing Particulars of the New Notes via
RNS Settlement
Expected settlement date for Exchange Offer, including the
delivery of the New Notes and the Existing Securities
validly offered for exchange by a Holder and accepted by the
Bank and payment of any Accrued Distribution Payment.
Admission of New Notes to Listing and Trading
Expected date for the New Notes to be admitted to the
Official List of the United Kingdom Listing Authority and to
be admitted to trading on the professional securities market
of the London Stock Exchange plc.
5.00 p.m. (CET) on 27 June 2012
As soon as reasonably practicable on the first business day
following the Exchange Offer Deadline.
28 June 2012
29 June 2012
6 July 2012
The complete terms and conditions of the Exchange Offers are
set forth in the Exchange Offer Memorandum that will be sent
to eligible holders of Existing Securities at their request.
Holders of Existing Securities are urged to read the Exchange
Offer Memorandum carefully.
Additional Information
The Exchange Offer Memorandum, which contains a description
of what actions should be taken to participate in the
relevant Exchange Offer, may be obtained by eligible persons
from the Exchange Agent, Lucid Issuer Services Limited by
email on popular@lucid-is.com or by telephone at +44 20
7704 0880, to the attention of Paul Kamminga or David
Shilson. Any request for information in relation to the
procedures for submitting Exchange Instructions for Existing
Securities should also be
directed to the Exchange Agent.
Banco Popular Español, S.A. (in its capacity as a Joint
Dealer Manager) and Société Générale (together the "Joint
Dealer Managers") are acting as joint dealer managers for the
Exchange Offers. Questions regarding the Exchange Offers may
be directed to the Joint Dealer Managers or the Exchange
Agent.
JOINT DEALER MANAGERS
Banco Popular Español, S.A.
Telephone: +34 91 520 7430 / +34 91 520 7431
Email: distribucion.renta@bancopopular.es Attention:
Distribution and Sales /Adriana Antunes, Lorenzo Gallardo,
Mercedes Silva, Marta Escribano, Fernando Durante
Société Générale
Telephone: + 44 (0) 20 7676 7579
Email: liability.management@sgcib.com
Attention: Liability Management
EXCHANGE AGENT Lucid Issuer Services Limited
Telephone: +44 20 7704 0880
Email: popular@lucid-is.com
Attention: Paul Kamminga / David Shilson
Offer and distribution restrictions
Neither this announcement nor the Exchange Offer Memorandum
constitutes an invitation to participate in the Exchange
Offers in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities
laws. The distribution of this announcement and the Exchange
Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and
the Exchange Offer Memorandum comes are required by each of
the Bank, the Joint Dealer Managers and the Exchange Agent to
inform themselves about, and to observe, any such
restrictions.
No action has been or will be taken in any jurisdiction in
relation to the Exchange Offer that would permit a public
offering of securities. This Exchange Offer Memorandum has
been prepared on the basis that the Exchange Offer in any
Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant
Member State"), will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus
for any offer of securities. The Bank has submitted an
application for the Bank of Spain's authorisation for the
repurchase of the Existing Securities in the context of the
Exchange Offer, and has obtained such authorisation.
United States
Neither this announcement nor the Exchange Offer is being
made, and will be made, directly or indirectly in or into, or
by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to, for
the account or benefit of, U.S. persons. This includes, but
is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this announcement, the
Exchange Offer Memorandum and any other documents or
materials relating to the Exchange Offer are not being, and
must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into
the United States or to U.S. persons, and the Existing
Securities cannot be offered for exchange in the Exchange
Offer by any such use, means, instrumentality or facilities
or from within the United States or by U.S. persons. Any
purported offer of Existing Securities for exchange resulting
directly or indirectly from a violation of these restrictions
will be invalid, and any purported offer of Existing
Securities for exchange made by a U.S. person, a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States
or for a U.S. person will be invalid and will not be
accepted.
Neither this announcement nor the Exchange Offer Memorandum
is an offer of securities for sale in the United States or to
U.S. persons. Securities may not be offered or sold in the
United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The New
Notes and the Existing Securities have not been, and will not
be, registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. persons. The purpose of this announcement
and the Exchange Offer Memorandum is limited to the Exchange
Offer and this announcement and the Exchange Offer Memorandum
may not be sent or given to a person in the United States or
otherwise to any person other than in an offshore transaction
in accordance with Regulation S under the Securities Act.
Each Holder participating in the Exchange Offer will
represent that it is not located in the United States and is
not participating in the Exchange Offer from the United
States, that it is participating in the Exchange Offer in
accordance with Regulation S under the Securities Act and
that it is not a U.S. person or it is acting on a
non-discretionary basis for a principal located outside the
United States that
is not giving an order to participate in the Exchange Offer
from the United States and is not a U.S. person.
As used herein and elsewhere in this announcement and the
Exchange Offer Memorandum, "United States" means
United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia and "US person" has the meaning given to
such term in Regulation S under the Securities Act.
EEA
The Exchange Offer is not being made, and the New Notes are
not being offered, in any Member State of the European
Economic Area which has implemented the Prospectus Directive,
other than to persons who are "qualified investors"
for the purposes of Article 3(2)(a) of the Prospectus
Directive.
United Kingdom
The communication of this announcement, the Exchange Offer
Memorandum and any other documents or materials relating to
the Exchange Offer is not being made and such documents
and/or materials have not been approved by an authorised
person for the purposes of section 21 of the FSMA.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial
Promotion Order")) or persons who are within Article 43(2) of
the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order. Any investment or investment activity to which this
announcement or the Exchange Offer Memorandum relates is
available only to such persons or will be engaged only with
such persons and other persons should not rely on it.
France
The Exchange Offer is not being made, directly or indirectly,
to the public in the Republic of France ("France"). Neither
this announcement, the Exchange Offer Memorandum or any other
document or material relating to the Exchange Offer has been
or shall be distributed to the public in France and only (a)
providers of investment services relating to portfolio
management for the account of third parties (personnes
fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (b) qualified
investors (investisseurs qualifiés) other than individuals,
in each case acting on their own account and all as defined
in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-3 of the French Code Monétaire et Financier
are eligible to participate in the Exchange Offer. This
announcement, the Exchange Offer Memorandum and any other
such offering material have not been and will not be
submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Italy
None of the Exchange Offer, this Exchange Offer Memorandum or
any other documents or materials relating to the Exchange
Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB").
The Exchange Offer is being carried out in the Republic of
Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
24 February 1998, as amended and article 35-bis, paragraph 4,
of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Belgium
Neither this announcement, the Exchange Offer Memorandum or
any other documents or materials relating to the Exchange
Offer have been, or will be, submitted for approval or
recognition to the Belgian Financial Services and Markets
Authority (Autorité des services et marchés
financiers/Autoriteit Financiele dientsten en markten) and,
accordingly, the Exchange Offer may not be made in Belgium by
way of a public offering, as defined in Article 3 of the
Belgian law of 1 April
2007 on public takeover bids (Loi relative aux offers
publiques d'acquisition / Wet op de openbare
overnamebiedingen (the "Law on Public Acquisition Offers"))
or as defined in Articles 3 and 6 of
the Belgian Law of 16 June 2006 on the public offer of
placement instruments and the admission to trading of
placement instruments on regulated markets (Loi relative aux
offres publiques
d'instruments de placement et aux admissions d'instruments de
placement à la négociation sur des marchés réglementés / Wet
op de openbare aanbieding van beleggingsinstrumenten en de
toelating van beleggingsinstrumenten tot de verhandeling op
een gereglementeerde markt (the "Law on Public
Offerings")), each as amended or replaced from time to
time. Accordingly, the Exchange Offer may not be advertised,
and the Exchange Offer will not be extended, and neither this
announcement, the
Exchange Offer Memorandum or any other documents or materials
relating to the Exchange Offer
(including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or
made available, directly or indirectly, to any person in
Belgium other than
"qualified investors" (as referred to in Article 10
of the Law on Public Offerings and Article 6 of the
Law on Public Acquisition Offers), acting on their own
account. Insofar as Belgium is concerned, this announcement
and the Exchange Offer Memorandum have been issued only for
the personal use of
the above qualified investors and exclusively for the purpose
of the Exchange Offer. Accordingly, the
information contained in this announcement and the Exchange
Offer Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
Spain
Neither the Offers, this announcement, the Exchange Offer
Memorandum or the issuance of the New Notes constitute a
public offer of securities to the public in Spain under the
Spanish Securities Market Law (Ley 24/1988, de 28 de julio,
del Mercado de Valores) (the "Spanish Securities Market Law")
and related legislation. Accordingly, this announcement, the
Exchange Offer Memorandum and/or any documentation relating
to the issuance of the New Notes have not been submitted for
approval and have not been approved by the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores,
the securities market regulator in Spain). The New Notes may
only be offered, sold and/or resold in Spain in accordance
with the provisions of the Spanish Securities Market Law and
related legislation.
Portugal
The Exchange Offer is not being made, directly or indirectly,
to the public in the Republic of Portugal ("Portugal").
Neither the Exchange Offer, this announcement, the Exchange
Offer Memorandum, any other document or material relating to
the Exchange Offer or the issuance of the New Notes has been
or will be approved by the Portuguese Securities Commission
(Comissão do Mercado de Valores Mobiliários) (the "CMVM") or
by any other competent authority of another Member State of
the European Union and notified to the CMVM.
Neither the Bank, the Joint Dealer Mangers or the Exchange
Agent have, directly or indirectly, offered or sold any notes
or distributed or published any offering circular,
prospectus, form of application, advertisement or other
document or information in Portugal and will not take any
such actions in the future, except under circumstances that
will not be considered as a public offering under article 109
of the Portuguese Securities Code (Código dos Valores
Mobiliários - the "Cód.VM") approved by Decree-Law 486/99 of
13 November 1999, as last amended by Decree-Law no. 85/2011,
of 29 June 2011.
As a result, the Exchange Offer, and any material relating to
the Exchange Offer, is addressed solely to, and may only be
accepted by, any persons or legal entities that are resident
in Portugal or that will hold the New Notes through a
permanent establishment in Portugal (each a "Portuguese
Investor") to the extent that the Portuguese Investors are
deemed qualified investors (investidores qualificados) (each
a "Portuguese Qualified Investor") under paragraphs 1 and 2
of article 30 Cód.VM.
Subject to approval, publication and entry into force of new
regulation by the CMVM (the "New Regulation"), the entities
and individuals set out in article 110-A Cód.VM. may also be
deemed a Portuguese Qualified Investor for the purposes of
the Exchange Offer, provided that they are properly
registered as qualified investors (investidores qualificados)
in accordance with the New Regulation.
The Netherlands
The Exchange Offer is not being made, and the New Notes are
not being offered, in The Netherlands other than to persons
who are "qualified investors" (gekwalificeerde
beleggers) within the meaning of the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht).
General
The distribution of this announcement and the Exchange Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the
Exchange Offer Memorandum comes are required by the Bank, the
Joint Dealer Managers and the Exchange Agent to inform
themselves about and to observe any such restrictions.
The Joint Dealer Managers and the Exchange Agent (and their
respective directors, employees or affiliates) make no
representations or recommendations whatsoever regarding this
announcement and the Exchange Offer Memorandum or the
Exchange Offer. The Exchange Agent is the agent of the Bank
and owes no duty to any Holder. None of the Bank, the Joint
Dealer Managers or the Exchange Agent makes any
recommendation as to whether or not Holders should
participate in the Exchange Offer or refrain from taking any
action in the Exchange Offer with respect to any of such
Holder's Existing Securities, and none of them has authorised
any person to make any such recommendation.
This announcement and the Exchange Offer Memorandum does not
constitute an offer to sell or buy or the solicitation of an
offer to sell or buy the Existing Securities and/or New
Notes, as applicable, and offers of Existing Securities for
exchange pursuant to the Exchange Offer will not be accepted,
from Holders in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an exchange offer
to be made by a licensed broker or dealer and any of the
Joint Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction,
the Exchange Offer shall be deemed to be made by such Joint
Dealer Manager or affiliate (as the case may be) on behalf of
the Bank in such jurisdiction.
No action has been or will be taken in any jurisdiction by
the Bank, the Joint Dealer Managers or the
Exchange Agent that would permit a public offering of the New
Notes.
In addition to the representations referred to above in
respect of the United States, each Holder participating in
the Exchange Offer will also be deemed to give certain
representations in respect of the other jurisdictions
referred to above and generally as set out in
"Procedures for Participating in the Exchange
Offer". Any offer of Existing Securities for exchange
pursuant to the Exchange Offer from a Holder that is unable
to make these representations will not be accepted. Each of
the Bank, the Joint Dealer Managers and the Exchange Agent
reserves the right, in its absolute discretion, to
investigate, in relation to any offer of Existing Securities
for exchange pursuant to the Exchange Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Bank
determines (for any reason) that such representation is not
correct, such offer shall not be accepted.
distributed by
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