TIDM49WI
RNS Number : 8750J
Banco de Sabadell, S.A.
08 April 2010
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO,
THE UNITED STATES OR ITALY OR TO ANY UNITED STATES OR ITALIAN PERSON. OTHER
RESTRICTIONS APPLY (SEE "OFFER AND JURISDICTION RESTRICTIONS" BELOW)
8 April 2010
BANCO SABADELL ANNOUNCES INVITATION TO EXCHANGE CERTAIN EXISTING EURO PREFERRED
SECURITIES AND EXISTING EURO SUBORDINATED SECURITIES ISSUED BY BANCO DE
SABADELL, S.A. INTO NEW EURO DENOMINATED SUBORDINATED FIXED RATE SECURITIES DUE
2020
Banco de Sabadell, S.A. ("Banco Sabadell") has today launched invitations (i) to
holders of certain existing Euro denominated preferred securities, and (ii) to
holders of certain existing Euro denominated subordinated securities, each
issued by Banco Sabadell and each as described below (the "Existing Securities")
to offer to exchange any and all of such Existing Securities for new Euro
denominated subordinated securities (the "New Securities"), to be issued by
Banco Sabadell, described below (the "Exchange Offers").
The rationale of the Exchange Offers is to improve the efficiency of the Group's
capital structure and to further strengthen the Group's balance sheet.
Any decisions by the Offeror as to whether it will exercise calls in respect of
any Existing Securities that are not exchanged pursuant to the Exchange Offers
will be taken on an economic basis.
Any Existing Securities acquired by the Offeror pursuant to the Exchange Offers
will be cancelled by the Issuer and will not be reissued or resold.
Banco Sabadell may also decide to offer and issue additional New Securities for
cash at any time throughout the Exchange Period or immediately thereafter,
subject to market conditions.
The Exchange Offers will expire at 5:00 p.m. (Central European time) on 16 April
2010, unless extended, re-opened or terminated as provided in the Exchange Offer
Memorandum dated 8 April 2010.
The Bank of Spain has authorised Banco de Sabadell, S.A. to conduct the Exchange
Offers by virtue of a letter dated 31 March 2010.
Existing Securities
+--------------+---------------+-----------+-------------------------+------------------------------------------------------------------+----------+
| | ISIN | Existing | Existing Maturity Date | Amount of Existing Securities subject to relevant Exchange Offer | Exchange |
| | | First | | | Price |
| | | Call | | | |
| | | Date | | | |
+--------------+---------------+-----------+-------------------------+------------------------------------------------------------------+----------+
| Existing | XS0267456084; | 20 | Perpetual | Any and all | 76.5%. |
| Preferred | Common Code: | September | | | |
| Securities | 026745608 | 2016 | | | |
+--------------+---------------+-----------+-------------------------+------------------------------------------------------------------+----------+
| Existing | ES0213860036 | 25 May | 25 May 2016 | Any and all | 91% |
| Subordinated | | 2011 | | | |
| Securities | | | | | |
+--------------+---------------+-----------+-------------------------+------------------------------------------------------------------+----------+
New Securities
To the extent that any Existing Securities are accepted for exchange by Banco
Sabadell, they will be exchanged for the New Securities, as described below.
+------------+------------+--------------------------------------+
| | Maturity | New Securities Yield |
| | Date | |
+------------+------------+--------------------------------------+
| New | Expected | 310 bps over the Euro 10 Year |
| Securities | to be 26 | Mid-Swap Rate |
| | April 2020 | |
+------------+------------+--------------------------------------+
Timetable of the Exchange Offers
+-------------------------------+----------+--------------------------------+
| Events | | Times and Dates |
+-------------------------------+----------+--------------------------------+
| | | |
| Commencement of the Exchange | | |
| Offers | | |
+-------------------------------+----------+--------------------------------+
| Exchange Offers announced. | | Thursday 8 April 2010 |
| Exchange Offer Memorandum | | |
| available from the Joint | | |
| Dealer Managers and the | | |
| Exchange Agents. | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Exchange Offer Deadline | | |
+-------------------------------+----------+--------------------------------+
| Final deadline for receipt of | | 5:00 p.m. (CET) on Friday 16 |
| valid Exchange Instructions | | April 2010 |
| by each of the Exchange | | |
| Agents in order for Holders | | |
| to be able to participate in | | |
| the Exchange Offers. | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Placement of Additional New | | |
| Securities | | |
+-------------------------------+----------+--------------------------------+
| Offer of Additional New | | Any time throughout the |
| Securities in the open | | Exchange Period or immediately |
| market, if applicable (at the | | thereafter |
| discretion of Banco de | | |
| Sabadell, S.A.). | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Pricing Time | | |
+-------------------------------+----------+--------------------------------+
| Determination of the Euro 10 | | At or around 3:00 p.m. (CET) |
| Year Swap Rates and | | on Monday 19 April 2010 |
| calculation of the Euro 10 | | |
| Year Mid-Swap Rate and the | | |
| Interest Rate, New Issue | | |
| Price, Exchange Ratios and | | |
| New Securities Yield. | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Announcements of Results and | | |
| New Issue Pricing | | |
+-------------------------------+----------+--------------------------------+
| Announcements of whether the | | As soon as reasonably |
| Offeror will accept valid | | practicable after the Pricing |
| offers of Existing Securities | | Time |
| for exchange pursuant to the | | |
| either or both of the | | |
| Exchange Offers and, if so | | |
| accepted, of (a) the Euro 10 | | |
| Year Mid-Swap Rate and the | | |
| Interest Rate, New Issue | | |
| Price, Exchange Ratios and | | |
| New Securities Yield, and (b) | | |
| the final aggregate (i) | | |
| principal amount of each | | |
| series of Existing Securities | | |
| accepted for exchange and | | |
| (ii) principal amount of New | | |
| Securities to be issued, | | |
| including, if applicable, the | | |
| principal amount of | | |
| Additional New Securities to | | |
| be issued at the New Issue | | |
| Price. | | |
+-------------------------------+----------+--------------------------------+
| Existing Subordinated | | Friday 23 April 2010 |
| Securities Transfer Date | | |
| Following the announcements, | | |
| Accountholders deposit the | | |
| Existing Subordinated | | |
| Securities in respect of | | |
| which Exchange Instructions | | |
| have been validly submitted | | |
| by the relevant Holders in | | |
| the Banco Sabadell Iberclear | | |
| Account. | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Deposit of the Final Terms | | |
| with the CNMV | | |
+-------------------------------+----------+--------------------------------+
| The Final Terms to be | | To be completed prior to the |
| deposited with the CNMV for | | Settlement Date |
| the purpose of creating the | | |
| relevant book entries in | | |
| connection with the New | | |
| Securities on the Iberclear | | |
| records. | | |
| | | |
+-------------------------------+----------+--------------------------------+
| Settlement Date | | |
+-------------------------------+----------+--------------------------------+
| Expected settlement date for | | On or about Monday 26 April |
| the Exchange Offers and of | | 2010 |
| the offer of the Additional | | |
| New Securities. | | |
+-------------------------------+----------+--------------------------------+
The complete terms and conditions of the Exchange Offers are set forth in the
Exchange Offer Memorandum dated 8 April 2010 (including translations of the Base
Prospectus and the draft Final Terms) 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 when it becomes available.
Additional Information
The Exchange Offer Memorandum, which contains a description of the Spanish tax
considerations to be considered in relation to the Exchange Offers, may be
obtained by eligible persons from the Principal Exchange Agent , Deutsche Bank
AG, London Branch, and from the Spanish Exchange Agent, Deutsche Bank S.A.E.
HSBC Bank plc, and UBS Limited (each a "Dealer Manger" and together, the "Joint
Dealer Managers") are acting as dealer managers for the Exchange Offers.
Questions regarding the Exchange Offers may be directed to HSBC Bank plc,
Liability Management Group at +44 20 7991 5874 or +44 20 7991 1444, to UBS
Limited, Liability Management Group at +44 20 7567 0525.
Any request for information in relation to the procedures for submitting
Exchange Instructions for Existing Perpetual Securities should be directed to
the Principal Exchange Agent Deutsche Bank AG, Trust & Securities Services at
+44 20 7547 5000, and for Existing Subordinated Securities should be direct to
Spanish Exchange Agent Deutsche Bank S.A.E. at +34 (91) 782 8577.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN EXEMPTION FROM REGISTRATION.
Offer and jurisdiction restrictions
Neither this announcement nor the Exchange Offer Memorandum constitute an offer
to sell or buy or the solicitation of an offer to sell or buy the Existing
Securities and/or New Securities, as applicable, and offers of Existing
Securities for exchange pursuant to the Exchange Offers will not be accepted
from Holders of Existing Securities 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 either of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in such jurisdictions, that Exchange Offer
shall be deemed to be made by such Dealer Manager or affiliate (as the case may
be) on behalf of Banco Sabadell as Offeror in such jurisdiction.
United States
The Exchange Offers are not being made, and will not 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 (as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act")). 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 Offers 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 Offers 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.
This announcement and the Exchange Offer Memorandum are not 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
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
Offers 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 of Existing Securities participating in an Exchange Offer will
represent that it is not located in the United States and is not participating
in such Exchange Offer from the United States, that it is participating in the
Exchange Offers 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 Offers from the United States and is not a U.S.
person. For the purposes of this and the above two paragraphs, "United States"
means United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia.
Spain
Neither this announcement, the Exchange Offers nor the Exchange Offer Memorandum
constitute an offer of securities to the public or a tender offer in Spain under
the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de
Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007,
of 27 July 2007. Accordingly, the Exchange Offer Memorandum has not been
submitted for approval and has not been approved by the Spanish Securities
Market Regulator (Comisión Nacional del Mercado de Valores). This
notwithstanding, an application will be made by Banco Sabadell for the listing
of the New Securities on the AIAF Fixed Income Securities Market for which
purposes the Final Terms relating to the New Securities will have to be filed
with the CNMV.
Italy
The Exchange Offers are not being made, directly or indirectly, in the Republic
of Italy ("Italy"). The Exchange Offers, this announcement and the Exchange
Offer Memorandum have not been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian
laws and regulations. Accordingly, Holders of Existing Securities are notified
that, to the extent such Holders are located or resident in Italy, the Exchange
Offers are not available to them and they may not offer Existing Securities for
exchange pursuant to the Exchange Offers nor may the New Securities be offered,
sold or delivered in Italy and, as such, any exchange instruction received from
or on behalf of such persons shall be ineffective and void, and neither this
announcement, the Exchange Offer Memorandum nor any other documents or materials
relating to the Exchange Offers, the Existing Securities or the New Securities
may be distributed or made available in Italy.
United Kingdom
The communication of this announcement, the Exchange Offer Memorandum and any
other documents or materials relating to the Exchange Offers 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 Financial Services and Markets Act
2000. 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 of the
Financial Promotion Order or any other persons to whom it may otherwise lawfully
be made under the Financial Promotion Order.
France
The Exchange Offers are not being made, directly or indirectly, to the public in
the Republic of France ("France"). Neither this announcement, the Exchange Offer
Memorandum nor any other document or material relating to the Exchange Offers
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
portfeuille 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.411-4 of the French Code Monétaire et Financier are eligible to participate
in the Exchange Offers. This announcement and the Exchange Offer Memorandum have
not been and will not be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Switzerland
Holders of Existing Securities may only be invited to offer to exchange their
Existing Securities for New Securities pursuant to the Exchange Offers and the
New Securities may only be offered for sale or otherwise in or into Switzerland
in compliance with all applicable laws and regulations in force in Switzerland.
To ensure compliance with the Swiss Code of Obligations and all other applicable
laws and regulations of Switzerland, only the Exchange Offer Memorandum
(including the Base Prospectus, the Registration Document (which is incorporated
by reference in the Base Prospectus), each with any supplements thereto, and the
audited consolidated accounts of the Issuer for the financial year ended 31
December 2009 with the independent auditor's report, and the Final Terms) may be
used in the context of any invitation to Holders of Existing Securities to offer
to exchange their Existing Securities for New Securities pursuant to the
Exchange Offers or any offer of the New Securities for sale or otherwise in or
into Switzerland.
Portugal
No placement of New Securities, acquisition of Existing Securities and exchange
offer of Existing Securities for New Securities may be made in Portugal except
in circumstances that will result in compliance with the rules concerning
placement of New Securities, the acquisition of Existing Securities and the
marketing of any such transactions, and with the securities laws and regulations
applicable in Portugal generally. None of this announcement, the Exchange Offer
Memorandum, the Base Prospectus or the Final Terms have been nor will be subject
to the approval of the Portuguese Securities Market Commission (the "CMVM"). The
New Securities will not be offered or sold in Portugal or to residents of
Portugal otherwise than in accordance with applicable Portuguese Law.
This announcement, the Exchange Offer Memorandum, the Base Prospectus, the Final
Terms or any transactions contemplated thereby have not been, nor will be,
subject to the approval of, registration with or notification to the Portuguese
Securities Market Commission (Comissão do Mercado de Valores Mobiliários, the
"CMVM").
Other than in compliance with any laws and regulations applicable to securities
exchange offers in Portugal, the exchange of the Existing Securities for the New
Securities will not be (i) offered, advertised, or subject to an
investment-gathering procedure in Portugal, or to individuals or entities
resident in Portugal or having a permanent establishment located in Portuguese
territory, or (ii) executed in Portugal or with such individuals or entities.
Accordingly, the placement of New Securities, the acquisition of Existing
Securities and the exchange of the Existing Securities for the New Securities
may not be carried out in circumstances that would qualify as a public offering
in relation to the New Securities and/or the Existing Securities, and therefore
the same cannot be addressed to the public in Portugal and all offers, sales,
exchanges and distributions contemplated by the Exchange Offer Memorandum or in
the Base Prospectus or the Final Terms have been and will only be made in
Portugal in circumstances that, pursuant to the Portuguese Securities Code
(Código dos Valores Mobiliários, the "CVM"), qualify as a private offering of
securities (oferta particular). Thus, the placement of New Securities, the
acquisition of Existing Securities and the exchange of the Existing Securities
for the New Securities has not been and may not be addressed to 100 or more
addressees who are not Portuguese Qualified Investors and no offer has been or
may be preceded or followed by promotion or solicitation to unidentified
investors, public advertisement or publication of any promotional material in
circumstances which would qualify such transactions as a public offer of
securities.
In particular, the Exchange Offer Memorandum, the Base Prospectus, the Final
Terms, the placement of New Securities, the acquisition of Existing Securities
and the marketing of any such transactions are only intended for Portuguese
Qualified Investors.
"Portuguese Qualified Investors" within the meaning of Article 30 of the CVM
includes credit institutions, investment firms, insurance companies, collective
investment institutions and their respective managing companies, pension funds
and their respective pension fund-managing companies, other authorised or
regulated financial institutions, notably securitisation funds and their
respective management companies, all other financial companies, securitisation
companies, venture capital companies, venture capital funds and their respective
management companies, financial institutions incorporated in a state that is not
a member state of the EU that carry out activities similar to those previously
mentioned, entities trading in financial instruments related to commodities and
regional and national governments, central banks and public bodies that manage
debt, supranational or international institutions, namely the European Central
Bank, the European Investment Bank, the International Monetary Fund and the
World Bank, as well as entities whose corporate purpose is solely to invest in
securities and any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total balance sheet of
more than EUR43,000,000 and (3) an annual net turnover of more than EUR50,000,000,
all as shown in its last available individual or consolidated accounts. It may
also include high net worth individuals or certain entities enjoying a wide
experience in trading in securities (namely issuers of securities) who request
to be classified as such, provided that they also comply with certain
requirements and subsequently are registered with the CMVM - it will only be
possible to apply for such registration in case CMVM publishes the applicable
regulation before the end of the subscription period contemplated by the
Exchange Offer Memorandum, the Base Prospectus and the Final Terms.
Belgium
This Exchange Offer Memorandum has not been submitted for approval to the
Belgian Banking, Finance and Insurance Commission and, accordingly, the Exchange
Offer(s) may not be made in Belgium by way of a public offer, as defined for the
purposes of the law of 1 April 2007 on public takeover bids or the law of 16
June 2006 on public offerings of investment instruments and the admission of
investment instruments to trading on regulated markets. Each Exchange Offer is
addressed in Belgium exclusively to, and may only be accepted by, Holders who
are qualifying investors within the meaning of Article 10 of the law of 16 June
2006 on public offerings of investment instruments and the admission of
investment instruments to trading on regulated markets, or who can otherwise
make the representation set out in "Procedures for Participating in the Exchange
Offers" as set out in the Exchange Offer Memorandum.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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