CAIXABANK, S.A. Quality, trust and social commitment
Significant EventCaixabank, S.A. (CaixaBank) reports the closure, as of yesterday, of the asset swap with Criteria Caixa, S.A.U. (Criteria), announced on 3 December 2015, having previously obtained clearance from all the authorities and complied with the conditions set forth in the swap agreement executed on the above- mentioned date (the Swap Agreement).
Under the Swap Agreement, CaixaBank transferred to Criteria its stake in The Bank of East Asia, Limited (BEA), representing approximately 17.3% of its share capital, and its stake in Grupo Financiero Inbursa, S.A.B. de C.V. (GFI), representing approximately 9.01% of its share capital. In turn Criteria transferred to CaixaBank a number of CaixaBank treasury shares representing approximately 9.89% of its share capital and a cash amount set at € 678 million.
As provided for in the Swap Agreement, the change relative to the 3 December 2015 announcement in the stake in BEA being transferred to Criteria (17.24%), in CaixaBank treasury shares to be delivered by Criteria (9.9%) and in the cash amount to be paid by Criteria (€642 million) is according to the economic flows received by each party from the signing date of the Swap Agreement (3 December 2015), that is, for the BEA shares received by CaixaBank as scrip dividend, the CaixaBank shares received by Criteria as scrip dividend and the net adjustment for the dividends received in cash by Criteria and CaixaBank corresponding to the shares being transferred under the Swap Agreement.
As a consequence of the transfers provided for in the Swap Agreement the agreements related to BEA and GFI have been amended so that Criteria may take CaixaBank's position as new shareholder. CaixaBank will remain banking partner to both banks to continue cooperating with them in commercial activities. If making strategic investments in banks that operate on the American continent and in the Asia-Pacific, CaixaBank will keep its commitment to make such investments through GFI and BEA respectively, except in the case of GFI, if that bank decides not to participate in the investment.
The transfers under the Swap Agreement have a negative impact of 14 million euros net in the consolidated results of CaixaBank on closing of the transaction and an approximated impact in tier 1 regulatory capital (CET1) of -0.3% (phased in) and +0.2% (fully loaded), placing the tier 1 regulatory capital (CET1) of CaixaBank pro forma at 31 March 2016 at 12.5% (phased-in) and 11.8% (fully loaded).
Barcelona, 31 May, 2016
© Caixabank, S.A., Barcelona, 2015 1
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