TO THE NATIONAL SECURITIES MARKET COMMISSION
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), pursuant to the applicable
securities market regulations, hereby discloses the following:
MATERIAL FACT
In its ordinary meeting held on November 22, 2011, BBVA’s Board of Directors
resolved, by virtue of the powers conferred by the General Shareholders’ Meeting
of March 14, 2008, to issue bonds mandatorily convertible into BBVA ordinary
shares (hereinafter, the “Bonds” or the “Mandatory Convertible Subordinated
Bonds”) in an amount of three thousand four hundred and seventy five million
euros (3,475,000,000€) with exclusion of the preemptive subscription right (the
“Issue”).
BBVA has submitted the securities prospectus for the Issue for consideration by
the National Securities Market Commission (CNMV). The prospectus is still
pending CNMV’s approval.
The Issue shall be made exclusively to the holders of Series A, B, C and D
preferred shares issued by BBVA Capital Finance, S.A. Unipersonal and Series F
preferred shares issued by BBVA International Limited, all of which are
guaranteed by BBVA, who accept the offer to purchase preferred shares formulated
by BBVA, as guarantor of said preferred shares, at 100% of their nominal or
effective value. Therefore, the holders of preferred shares who accept the
purchase offer formulated by BBVA shall undertake to subscribe, unconditionally
and irrevocably, a nominal amount of Mandatorily Convertible Subordinated Bonds
equal to the aggregate nominal or effective amount of preferred shares held by
such holders ultimately purchased by BBVA.
Series A, B, C and D issued by BBVA Capital Finance, S.A. Unipersonal and Series
F issued by BBVA International Limited have the ISIN codes ES0114224001,
ES0114224027, ES0114224043, ES0114224050 and KYG090001119, respectively.
The offer to purchase preferred shares and the subscription of the Bonds shall
be completed once the Issue securities prospectus, which, according to the
applicable regulations, shall include a detailed description of the nature and
characteristics of the Issue, has been approved and registered by the CNMV.
The Bonds shall be issued at their par value, hence, at one hundred per cent of
the nominal value of the Bonds, which amounts to 100 Euros. Accordingly, up to
thirty four million seven hundred and fifty thousand (34,750,000) Bonds will be
issued.
The remuneration shall be established in the range of 6,5% annual rate on the
nominal of the Bonds. Such matter shall be ultimately determined in the
securities prospectus of the Issue, together with the rest of the terms and
conditions of the Issue.
The conversion events, the conversion equation and the procedure for conversion
of the Bonds shall be determined pursuant to the terms and conditions set forth
in the relevant Issue securities prospectus, pending for approval by the CNMV.
In particular, the conversion will be referred to the market price of BBVA’s
shares in each moment, in accordance with the terms and conditions to be finally
determined.
Notwithstanding the ability of the Issuer to convert the Bonds in any date of
payment of the Remuneration, a mandatory conversion into newly issued ordinary
shares of BBVA of 50% of the nominal value of the outstanding Bonds on June 30,
2012 is envisaged to occur on such date. Total conversion of the Issue shall
occur on June 30, 2013.
Ernst & Young, S.L., as financial auditor, other than BBVA’s auditor, will issue
the report required under articles 414, 417 and 511 of the Spanish Companies Law
about the bases and events of conversion, which will include a technical
evaluation about the reasonableness of the data contained in the directors’
report and the appropriateness of the conversion equation and, as the case may
be, about the adjustment formulas to offset any eventual dilution of the
economic participation of the shareholders.
Madrid, November 22, 2011
This announcement is not a prospectus and the investors to which the offer is
directed shall not subscribe mandatorily convertible subordinated bonds of BBVA
to which this disclosure of a Material Fact refers, except on the basis of the
information contained in the Securities Prospectus of the Issue, pending
registration with the Spanish National Securities Market Commission.
This communication of Material Fact does not constitute an offer to sell or a
solicitation of an offer to subscribe the mandatorily convertible subordinated
bonds of BBVA, in any jurisdiction in which such offer or solicitation would be
deemed illegal or, as the case may be, until the requirements applicable for
those purposes have been complied with.
The distribution of this communication of Material Fact in jurisdictions other
than Spain, may be restricted by the applicable legislation. Any individuals
having access to this disclosure shall request advice as to any such
restrictions and shall abide by them. Any breach of the aforementioned
limitations shall constitute a breach of the securities markets regulations in
the referred jurisdictions.
This disclosure does not constitute an offer of securities in the United States
of America, the United Kingdom, Mexico or any other jurisdiction and the
securities shall not be offered or sold in the United States of America, the
United Kingdom, Mexico or any other jurisdiction without prior registration or
the exemption from registration of the offer under the relevant legislation of
said jurisdictions.