TIDM91LK
RNS Number : 6686D
Popular Capital S.A.
07 December 2009
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO,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 (SEE "OFFER
AND JURISDICTION RESTRICTIONS" BELOW)
4 December 2009
BANCO POPULAR ANNOUNCES EXTENSION OF THE EXCHANGE OFFER OF CERTAIN EXISTING
EURO TIER 1 HYBRID SECURITIES ISSUED BY POPULAR CAPITAL, S.A. INTO A NEW LOWER
TIER 2 SECURITY
On 30 November 2009, Banco Popular Español, S.A. ("Banco Popular") launched
invitations to holders of certain existing Euro denominated Tier 1 hybrid
securities issued by Popular Capital, S.A. (the "Existing Securities") to offer
to exchange any and all of Popular Capital, S.A.'s Existing Securities for new
Euro Lower Tier 2 securities (the "New Securities"), to be issued by Banco
Popular (the "Exchange Offers").
Banco Popular has today given notice to the Holders of the Existing Securities
through the Clearing Systems that it has exercised its discretion as described
under "Amendment and Termination" of the Exchange Offer Memorandum dated 30
November 2009 (the "Exchange Offer Memorandum"), to extend the period of receipt
of Exchange Instructions.
Within the first days of the transaction, a high number of investors have been
contacted. Given that there is a greater number of participants than initially
expected and bearing in mind the requests of extension of the Exchange Offer
period that have been received, Banco Popular has considered it convenient to
take them into account, and accordingly, extend the said period as set out
below.
The new Exchange Offer Deadline will be 5:00 p.m. (Central European time) on 15
December 2009, unless extended, re-opened or terminated. This extension will
entail the amendment of the indicative calendar provided for on page 16 in the
Exchange Offer Memorandum, which will be replaced with the following:
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
+------------------------------------+--+--------------------------------------+
| Events | | Times and Dates |
+------------------------------------+--+--------------------------------------+
| Commencement of the Exchange | | |
| Offers | | |
+------------------------------------+--+--------------------------------------+
| Exchange Offers announced. | | 10:00 a.m. (CET) |
| Exchange Offer Memorandum | | Monday, 30 November 2009 |
| available from the Dealer Managers | | |
| and the Exchange Agent. | | |
| | | |
+------------------------------------+--+--------------------------------------+
| Exchange Offer Deadline | | |
+------------------------------------+--+--------------------------------------+
| Final deadline for receipt of | | 5:00 p.m. (CET) on |
| valid Exchange Instructions by the | | Tuesday, 15 December 2009 |
| Exchange Agent in order for | | |
| Holders to be able to participate | | |
| in the Exchange Offers. | | |
| | | |
+------------------------------------+--+--------------------------------------+
| Placement of New Offer Securities | | |
+------------------------------------+--+--------------------------------------+
| Offer of New Offer Securities in | | On or about Thursday, 17 December |
| the open market. | | 2009 |
| | | |
+------------------------------------+--+--------------------------------------+
| Pricing Time | | |
+------------------------------------+--+--------------------------------------+
| Determination of the Euro 5 Year | | As soon as reasonably practicable on |
| Swap Rates and calculation of the | | Thursday, 17 December 2009 |
| Euro Mid-Swap Rate and the | | |
| Interest Rate (Fixed). | | |
| | | |
+------------------------------------+--+--------------------------------------+
| Announcements | | |
+------------------------------------+--+--------------------------------------+
| Announcements of whether the | | Thursday, 17 December 2009 |
| Offeror will accept valid offers | | |
| of Existing Securities for | | |
| exchange pursuant to any or all of | | |
| the Exchange Offers and, if so | | |
| accepted, of (a) the Euro Mid-Swap | | |
| Rate and the Interest Rate | | |
| (Fixed), and (b) the final | | |
| aggregate (i) liquidation | | |
| preference of each series of | | |
| Existing Securities accepted for | | |
| exchange and (ii) nominal amount | | |
| of New Securities to be issued, | | |
| including, if applicable, the | | |
| nominal amount of New Offer | | |
| Securities to be issued. | | |
| | | |
+------------------------------------+--+--------------------------------------+
| Settlement | | |
+------------------------------------+--+--------------------------------------+
| Expected settlement date for the | | Tuesday, 22 December 2009 |
| Exchange Offers and of the offer | | |
| of the New Offer Securities. | | |
+------------------------------------+--+--------------------------------------+
The above times and dates are subject to the right of the Offeror to extend,
re-open, amend and/or terminate any Exchange Offer (subject to applicable law
and as provided in this Exchange Offer Memorandum). Holders are advised to check
with any bank, securities broker or other intermediary through which they hold
Existing Securities whether such intermediary needs to receive instructions from
a Holder before the deadlines set out above in order for that Holder to be able
to participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Exchange Offers. The
deadlines set by each Clearing System for the submission of Exchange
Instructions will also be earlier than the deadlines above. See "Procedures for
Participating in the Exchange Offers".
Unless stated otherwise, announcements in connection with the Exchange Offers
will be made through RNS and may also be (a) found on the relevant Reuters
International Insider Screen, (b) made by the delivery of notices to the
Clearing Systems for communication to Direct Participants and (c) made by the
issue of a press release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained from the Exchange
Agent, the contact details for which are on the last page of this Exchange Offer
Memorandum. Significant delays may be experienced where notices are delivered to
the Clearing Systems and Holders are urged to contact the Exchange Agent for the
relevant announcements during the course of the Exchange Offers. In addition,
holders of Existing Securities may contact the Dealer Managers for information
using the contact details on the last page of this Exchange Offer Memorandum.
All references in the Exchange Offer Memorandum to the Exchange Offer Deadline,
to the date of placement of New Offer Securities, to the announcements of
results and to the Settlement Date should be read accordingly. In addition,
reference to the New First Call Date should be read as reference to 22 December
2014.
Additional Information
The complete terms and conditions of the Exchange Offers are set forth in
the Exchange Offer Memorandum dated 30 November 2009 (including translations of
the Registration Document, 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.
Capitalised terms used but not defined herein shall have the meanings assigned
to such terms in the Exchange Offer Memorandum.
Additional Information
The Exchange Offer Memorandum may be obtained by eligible persons from the
Exchange Agent, Lucid Issuer Services Limited.
Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco
Popular Español, S.A. (the "Co-Dealer Manager", and together with the Lead
Dealer Manager, the "Dealer Managers") are acting as dealer managers for the
Exchange Offers. Questions regarding the Exchange Offers may be directed to
Morgan Stanley, Liability Management Group at +44-(0)-20-7677-5040 or to Lucid
Issuer Services Limited at + 44-(0)-20-7704-0880 or popular@lucid-is.com
(attention: David Shilson).
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 Offer 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, such Exchange Offer
shall be deemed to be made by such Dealer Manager or affiliate (as the case may
be) on behalf of the 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 that 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 Offer Memorandum nor any other documents
or materials relating to the Exchange Offers have been submitted nor will they
be submitted for approval or recognition to the Spanish Securities Market
Commission (Comisión Nacional del Mercado de Valores) and, accordingly, the
Exchange Offers are not being made in the Kingdom of Spain by way of a public
offering, as defined and construed in Chapter I of Title III of Law 24/1988, of
28 July, on the Securities Act and related legislation. This notwithstanding, an
application will be made by Banco Popular 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 (i) 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 (ii) 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 and any
supplements thereto, the Registration Document, the Final Terms and all
documents incorporated by reference thereto (including the Base Prospectus) 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 exchange offer of Existing Securities may be made in Portugal except in
circumstances that will result in compliance with the rules concerning marketing
of New Securities and the laws of Portugal generally.
Neither this Exchange Offer Memorandum nor the Base Prospectus, the
Registration Document 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.
No approval has been or will be requested from the CMVM that would permit a
public offering in relation to the New Securities referred to in this Exchange
Offer Memorandum or in the Base Prospectus, the Registration Document or the
Final Terms, therefore the same cannot be offered to the public in Portugal.
Accordingly, no New Securities have been or may be offered 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
particular, this Exchange Offer Memorandum, the Base Prospectus, the
Registration Document and the Final Terms and the offer of New Securities is
only intended for Portuguese Qualified Investors.
"Portuguese Qualified Investors" within the meaning of Article 30 of the
Securities Code (Código dos Valores Mobiliários) 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
annual or consolidated accounts. It may also include high net worth individuals
who request to be classified as such, where they also comply with certain
requirements and subsequently with the registration with the CMVM within the
terms of a CMVM regulation
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" below.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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