RNS Number : 9661D
BBVA International Pref S.A
22 September 2008
BBVA International Preferred, S.A. Unipersonal
CUSIP: 05530RAB4
Record Date: October 5, 2008
Payment Date: October 20, 2008
Pursuant to Law 13/1985 (as amended by Law 19/2003 and Law 23/2005) and Royal Decree 1065/2007, distributions derived from the above
securities by a non-Spanish resident holder who does not act with respect to such securities through a permanent establishment in Spain or
by a Spanish resident corporation (including a non-Spanish resident holder acting, with respect to the securities, through a permanent
establishment in Spain) will not be subject either to the 18% Non-Resident Income Tax (NRIT) in Spain or to a 18% withholding rate on
account of the Spanish Corporate Income Tax (CIT) unless the non-Spanish resident holder, or the Spanish resident corporation, as the case
may be, fails to comply with the relevant tax residency certification procedures as described below.
Participants requesting exemption from Spanish NRIT or from withholding on account of Spanish CIT via DTC's Elective Dividend Service
(EDS) are required to provide beneficial owner information in support of their elections. The Issuer, the Guarantor and the Fiscal and
Paying Agent have arranged certain procedures with DTC and Acupay System to facilitate the collection from participants of such information
concerning the identity and residence of beneficial owners of the securities. Failure to certify via EDS, provide beneficial owner
information via Acupay, or to follow the required procedures, will result in 18% withholding from the interest payment.
Further information on Spanish withholding tax requirements can be found starting on pages 1, 62, A-1 and B-1 of the Prospectus dated
March 13, 2008 for the Series C Preferred Securities, which can be downloaded from www.acupaysystem.com/BBVAPreferred.
IMPORTANT: Participants that clear for downstream correspondents on an omnibus basis are subject to revised operational requirements
regarding entering beneficial owner information into the Acupay System. To comply with Spanish tax regulations and "Know Your Customer"
policies mandated by the USA PATRIOT Act, Participants may not enter beneficial owner information into the Acupay System on behalf of their
omnibus downstream correspondents. Omnibus downstream correspondents are required to enter their beneficial owner client information
directly and Participants must confirm their downstream correspondents' aggregate omnibus positions. Please read the following procedures
carefully.
Participants requesting exemption from Spanish NRIT or from withholding on account of Spanish CIT via DTC's Elective Dividend Service
(EDS) are also required to provide information concerning the identity and country of residence of beneficial owners in the manner described
below:
1. Beginning on October 6, 2008 (the first New York Business Day following the Record Date) and until 8
p.m. (New York time) on October 14, 2008 (the Standard Deadline), DTC participants must enter certain
information into the Acupay System regarding the beneficial owners of the Series C Preferred Securities
by completing these required steps:
A. DTC participants must visit the Acupay System website at www.acupay.com and
register (i) their institution, (ii) one or more authorized employees who will be
responsible for making tax certifications on the behalf of the DTC participant and
(iii) financial intermediaries (i.e. "downstream correspondents") for which the
DTC participants provide clearing arrangements on an "omnibus" basis. If the
participant, its downstream correspondents, or members of their respective teams,
were previously registered to use the Acupay System (for this or any other
securities issue), there is no need to register again - their existing login
details should still work.
NOTE: DTC participants or their downstream correspondents which are located in
countries that are not OECD (Organisation for Economic Co-operation and
Development) member countries (OECD Countries) nor countries with which Spain has
entered into a Treaty for the Avoidance of Double Taxation (Tax Treaty Countries)
(including countries and territories classified as tax havens by Spanish law) are
non-Qualified Participants and as such will be allowed to register in the Acupay
System but will not be eligible to participate in the "Relief-at-Source
Procedures". Such entities may, however, follow the "Quick Refund Procedures for
DTC participants or their downstream correspondents which are non-Qualified
Participants" discussed below. Please refer to Annex A, B and C respectively for a
list of Tax Haven Countries and Territories, OECD Countries and Tax Treaty
Countries.
B. Once registered, participants and downstream correspondents must provide tax
certifications on behalf of their clients who are the ultimate beneficial holders.
This should be done using either the "one-by-one" method, the "bulk method" or the
"renew previous submissions method", as detailed on www.acupay.com.
C. DTC participants that provide clearing arrangements for downstream correspondents,
irrespective of whether such downstream correspondents are Qualified
Intermediaries (as described by the US IRS in Revenue Procedure 2000-12 found in
Cumulative Bulletin 2000-1 of Internal Revenue Bulletin 2000-4) should:
i. Register their downstream correspondents in the Acupay System by entering the
details of such downstream correspondents directly into the "Add a New Registered
Downstream Correspondent" section of their Acupay System account, or by allowing
such downstream correspondents to register themselves by providing them with the
Acupay Registration Code found within the "View Downstream Correspondent
Registrations" section of the Acupay System.
* Once registered the downstream correspondents will be able to process Acupay tax
relief-at-source client certifications for their own clients. Since downstream
correspondents are required to "know their clients", it is logical that they are
the entities, which should ent
D. The Acupay System may only be used to submit the details of beneficial owners who
are exempt from Spanish withholding tax. Therefore, participants may not enter
into the Acupay System details of beneficial owners who are subject to withholding
(such as beneficial owners who are physical persons located in Spain).
E. Once beneficial owner information has been entered into the Acupay System, the
Acupay System will produce, as applicable, tax certificate I, II or III which must
be reviewed, printed, signed (if accurate), scanned and emailed (by the
participant or downstream correspondent, as relevant) to certify@acupay.com or
faxed to Acupay at +1-646-383-9489 or +44-207-067-8453.
F. Certifying parties (i.e. participants or downstream correspondents) MUST use the
tax certificates that are generated by the Acupay System (showing the official
Acupay bar code) as no other form of tax certificate will be accepted.
NOTE: Acupay submissions will not be processed until Acupay has received signed
tax certificates, as described above.
G. Certifying parties will then be required to send via post or courier to Acupay the
original, signed tax certificates I, II and III that were faxed or emailed above.
These original paper, signed tax certificates MUST be received by Acupay by no
later than 5:00 p.m. London time (12:00 noon NY time) on November 14, 2008 at the
following address:
Acupay System LLC
Certifications
Attn: Maria Mercedes
28 Throgmorton St - First Floor
London EC2N 2AN
United Kingdom
NOTE: A participant or downstream correspondent that obtains favorable tax
treatment through the relief at source procedure and fails to submit the original
physical certificates as described above may be prohibited by the issuer from
using the procedure to obtain favorable tax treatment for future payments. In such
event, the certifying party will receive any future distribution payment on their
entire position net of 18% NRIT and relief will need to be obtained directly from
the Spanish tax authorities by following the standard refund procedure established
by Spanish tax law.
2. Beginning at 9 a.m. on October 6, 2008 and continuing until 8 p.m. (New York time) on October 14, 2008
(the Standard Deadline), DTC direct participants must also make an election via EDS stating their
aggregate positions that are exempt from Spanish withholding tax -- including positions certified
directly and also positions certified by their downstream correspondents.
3. The aggregate amounts certified through the Acupay System and those elected through DTC EDS must be in
synch. It is the responsibility of each participant to ensure that the principal amount of Series C
preferred Securities which they and their downstream correspondents have certified via Acupay, is equal
to the principal amount of Series C preferred Securities for which they have made EDS elections at the
exempt rate. Data introduced in both DTC EDS and Acupay may be modified (in either system) until 8 p.m.
(New York time) on October 17, 2008.
4. Acting on a best efforts basis, Acupay staff will warn participants of any misalignments between DTC
elections and Acupay certifications and will seek to assist in reconciling them until 9:45 a.m. (New
York time) on October 20, 2008. DTC participants whose EDS elections and Acupay certifications are not
aligned by 9:45 a.m. (New York time) on October 20, 2008 will receive the distribution payment on their
entire position net of 18% NRIT, or on account of Spanish CIT, as the case may be. DTC participants who
receive net treatment due to misalignment of their DTC EDS election and Acupay certifications may
request relief through the Quick Refund Procedures described below up to the amount that they have
elected exempt through the EDS system as of 9:45 a.m. (New York time) on October 20, 2008.
IMPORTANT
DTC participants must ensure that EDS elections entered into DTC and beneficial owner data entered into the Acupay System are
synchronized and updated to reflect any changes to beneficial ownership or DTC positions occurring prior to 9:45 a.m. on October 20, 2008
(the Distribution Payment Date).
If at 9:45 a.m. New York time on October 20, 2008 there are any inconsistencies concerning the beneficial owner information supplied by
a participant and its downstream correspondents to Acupay, that participant's EDS elections and its position listed at DTC, payments will be
made net of Spanish taxes on the entire position held by such DTC participant.
DTC PARTICIPANTS WHOSE ACUPAY CERTIFICATIONS AND EDS ELECTIONS ARE OUT OF ALIGNMENT ON THE MORNING OF THE DISTRIBUTION PAYMENT DATE MAY
REQUEST THAT DTC MANUALLY MODIFY EDS ELECTIONS TO BRING THEM INTO ALIGNMENT BY SENDING AN EDS CHANGE REQUEST TO DTC VIA EMAIL AT
SBOLLERS@DTCC.COM NO LATER THAN 9:45 A.M. NEW YORK TIME ON OCTOBER 20, 2008 WITH A COPY TO MMEJIA@DTCC.COM, LBOTTIGL@DTCC.COM;
RNEVES@DTCC.COM AND EDS@ACUPAY.COM. LIKEWISE, IT IS THE RESPONSIBILITY OF DTC PARTICIPANTS AND THEIR DOWNSTREAM CORRESPONDENTS TO UPDATE
BENEFICIAL OWNER INFORMATION ENTERED IN THE ACUPAY SYSTEM AS NECESSARY TO KEEP IT IN SYNCH WITH CLIENTS' ACTUAL POSITIONS. UPDATING MUST
CONTINUE UNTIL 9:45 A.M. NEW YORK TIME ON OCTOBER 20, 2008.
Quick Refund Procedure
Beneficial owners who received income net of 18% NRIT or on account of Spanish CIT, as the case may be, due to a misalignment of their
EDS elections and Acupay certifications may qualify for a refund through the Quick Refund procedure. To utilize this procedure, participants
must have submitted valid EDS elections during the Relief at Source EDS window. Relief may be obtained only up to the amount of securities
as to which the relevant participant has requested DTC to make an exempt election via EDS as of 9:45 a.m. on October 20, 2008. The Quick
Refund procedure is not available for any position that was not previously requested to be elected for gross (exempt) treatment via EDS on
or before 9:45 a.m. on the Distribution Payment Date. Participants may use the Acupay System to request relief through the Quick Refund
Procedures on behalf of their clients beginning October 21, 2008 until November 10, 2008.
Quick Refund Procedure for DTC participants or their downstream correspondents which are not located in OECD Countries or in Tax Treaty
Countries
The Quick Refund Procedure for non-qualified DTC participants requires the submission, among other documentation, of a Government Tax
Certificate from the beneficial owner's country of tax residence instead of tax certificate I or II.
Direct Refund from Spanish Tax Authorities
If investor holdings have not been certified for any reason through the Relief at Source or Quick Refund procedure and have received
unfavorable tax treatment, eligible investors may request a tax refund from the Spanish tax authorities by following the standard refund
procedure established by Spanish tax law.
By submitting EDS elections DTC participants agree that they will indemnify BBVA International Preferred, S.A. Unipersonal and its
agents for any liability which they may incur as a result of reliance upon information provided by such participant on such EDS elections.
The DTC participant also agrees to return any funds erroneously received (including any interest, penalties and additions to tax thereon)
arising from its EDS elections.
Questions regarding the EDS process should be directed to Sean Bollers or Larry Bottiglieri of DTC's International Services at (212)
855-4706 or 4386 respectively.
Questions regarding relief entitlements, obtaining relief directly from the Spanish Tax Authorities, or the Acupay System should be
directed to Rosa Lopez at +1-212-422-1222 or Maria Mercedes at +44-207-382-0340 or by emailing info@acupay.com.
Annex A
Tax-Haven Countries & Territories
Andorra, Principality of Jamaica Mauritius
Anguila, The Island of Jersey, Channel Islands Monaco, Principality
Antigua and Barbuda, Islands Jordan, Hashemite Kingdom of
of of Montserrat
Aruba Lebanon, Republic of Nauru, Republic of
Bahamas, The Liberia, Republic of Netherlands Antilles
Bahrain, Kingdom of Liechtenstein, Oman, Sultanate of
Barbados, The Island Principality of Panama, Republic of
Bermuda Islands, The Luxembourg, Grand Duchy Saint Lucia
Brunei, Sultanate of of (but only as regards Saint Vincent and
Cayman Islands to the income received by the Grenadines
Cook Islands, The the companies referred to San Marino, Republic
Cyprus, Republic of in paragraph 1 of the of
Dominica, The Republic of Protocol annexed to the Seychelles, Republic
Falkland Islands Avoidance of Double of
Fiji Islands Taxation Treaty, dated Singapore, Republic
Gibraltar 3rd June 1986, entered of
Grenada into by Spain and Solomon Islands
Guernsey, Channel Islands Luxembourg i.e., those Trinidad and Tobago,
Hong Kong holding companies as Republic of
Isle of Man defined by Luxembourg Law Turks and Caicos
of July 31, 1929 and Islands
Luxembourg Grand Ducal Vanuatu, Republic of
Decree of December 17, Virgin Islands,
1938) British
Macao Virgin Islands, of
Mariana Islands the United States
Annex B
OECD Countries
Australia Hungary Norway
Austria Iceland Poland
Belgium Ireland Portugal
Canada Italy Slovakia
Czech Republic Japan Spain
Denmark Korea, Sweden
Finland Republic of Switzerland
France Luxembourg Turkey
Germany Mexico United Kingdom
Greece Netherlands United States
New Zealand
Annex C
Spanish Tax Treaty Countries
Algeria Germany New Zealand
Argentina Greece Norway
Armenia* Hungary Philippines
Australia Iceland Poland
Austria India Portugal
Azerbaijan* Indonesia Romania
Belarus* Iran, Islamic Republic of Russia*
Belgium Ireland Slovakia
Bolivia Israel Slovenia
Brazil Italy South Africa
Bulgaria Japan Sweden
Canada Kazakhstan* Switzerland
Chile Korea, Republic of Tajikistan*
China Kyrgyzstan* Thailand
Croatia Latvia* Tunisia
Cuba Lithuania* Turkey
Czech Republic Luxembourg Turkmenistan*
Denmark Macedonia, The Former Ukraine*
Ecuador Yugoslav Republic of United Arab Emirates
Egypt Malaysia United Kingdom
Estonia* Malta, Republic of United States
Finland Mexico Uzbekistan*
France Moldova, Republic of* Venezuela
Georgia* Morocco Vietnam
Netherlands
* The countries of the former USSR are covered together under treaty (Russia, Estonia, Lithuania and Latvia covered under separate
treaties).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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