TIDM49AF
RNS Number : 7596Y
BBVA International Pref S.A
09 September 2009
BBVA International Preferred, S.A. Unipersonal
CUSIP: 05530RAB4
Record Date: October 4, 2009
Payment Date: October 19,
2009
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 5, 2009 |
| | (the first New York |
| | Business Day |
| | following the |
| | Record Date) and |
| | until 8 p.m. (New |
| | York time) on |
| | October 13, 2009 |
| | (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.acupaysystem.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.acupaysystem.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 enter |
| | | client |
| | | information |
| | | regarding their |
| | | clients into the |
| | | Acupay System - |
| | | not the upstream |
| | | clearer (which |
| | | is a DTC |
| | | participant). |
| | | ii. Confirm the |
| | | downstream |
| | | correspondent's |
| | | omnibus |
| | | position. The |
| | | DTC participant |
| | | should confirm |
| | | the aggregate |
| | | position in the |
| | | securities held |
| | | on the behalf of |
| | | each of its |
| | | downstream |
| | | correspondents. |
| | | This |
| | | confirmation is |
| | | made ONLY with |
| | | regard to the |
| | | aggregate |
| | | omnibus amount |
| | | held by the |
| | | downstream |
| | | correspondents, |
| | | NOT with regard |
| | | to the identity |
| | | or details of |
| | | the end investor |
| | | clients of the |
| | | downstream |
| | | correspondents. |
| | | These aggregate |
| | | position |
| | | confirmations |
| | | should be kept |
| | | updated through |
| | | 9:45 a.m. on the |
| | | Interest Payment |
| | | Date (just like |
| | | all other |
| | | information |
| | | entered in the |
| | | Acupay System). |
| | | iii. Make the |
| | | necessary EDS |
| | | elections, to |
| | | match the total |
| | | amount of Acupay |
| | | certifications |
| | | made by the |
| | | downstream |
| | | correspondent(s). |
+----------+----------+-----------------------+
| | 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 15, |
| | | 2009 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 5, 2009 |
| | and continuing |
| | until 8 p.m. (New |
| | York time) on |
| | October 13, 2009 |
| | (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 |
| | 16, 2009. |
+----------+----------------------------------+
| 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 19, 2009. |
| | DTC participants |
| | whose EDS elections |
| | and Acupay |
| | certifications are |
| | not aligned by 9:45 |
| | a.m. (New York |
| | time) on October |
| | 19, 2009 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 |
| | 19, 2009. |
+----------+----------+-----------------------+
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 19, 2009 (the Distribution Payment Date).
If at 9:45 a.m. New York time on October 19, 2009 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 19, 2009 WITH A COPY TO MLOPEZ@DTCC.COM;
RNEVES@DTCC.COM AND
ATEAM@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 19, 2009.
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 19, 2009. 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 April 21, 2009 until May 8, 2009.
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, | Jersey, | Mauritius |
| Principality | Channel | Monaco, |
| of | Islands | Principality |
| Anguila, The | Jordan, | of |
| Island of | Hashemite Kingdom | Montserrat |
| Antigua and | of | Nauru, |
| Barbuda, | Lebanon, Republic | Republic of |
| Islands of | of | Netherlands |
| Aruba | Liberia, Republic | Antilles |
| Bahamas, The | of | Oman, |
| Bahrain, | Liechtenstein, | Sultanate of |
| Kingdom of | Principality of | Panama, |
| Barbados, | Luxembourg, Grand | Republic of |
| The Island | Duchy of (but | Saint Lucia |
| Bermuda Islands, | only as regards | Saint |
| The | to the income | Vincent and |
| Brunei, | received by the | the |
| Sultanate of | companies | Grenadines |
| Cayman Islands | referred to in | San Marino, |
| Cook Islands, | paragraph 1 of | Republic of |
| The | the Protocol | Seychelles, |
| Cyprus, Republic | annexed to the | Republic of |
| of | Avoidance of | Singapore, |
| Dominica, The | Double Taxation | Republic of |
| Republic of | Treaty, dated 3rd | Solomon |
| Falkland Islands | June 1986, | Islands |
| Fiji Islands | entered into by | Trinidad and |
| Gibraltar | Spain and | Tobago, |
| Grenada | Luxembourg i.e., | Republic of |
| Guernsey, | those holding | Turks and |
| Channel Islands | companies as | Caicos |
| Hong Kong | defined by | Islands |
| Isle of Man | Luxembourg Law of | Vanuatu, |
| | July 31, 1929 and | Republic of |
| | Luxembourg Grand | Virgin |
| | Ducal Decree of | Islands, |
| | December 17, | British |
| | 1938) | Virgin |
| | Macao | 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 | Switzerland |
| France | of | Turkey |
| Germany | Luxembourg | United |
| Greece | Mexico | Kingdom |
| | Netherlands | United |
| | New Zealand | States |
+----------------+-------------+-------------+
Annex C
Spanish Tax Treaty Countries
+-------------+--------------------------+---------------+
| Algeria | Greece | Norway |
| Argentina | Hungary | Philippines |
| Armenia* | Iceland | Poland |
| Australia | India | Portugal |
| Austria | Indonesia | Romania |
| Azerbaijan* | Iran, | Russia* |
| Belarus* | Islamic | Saudi |
| Belgium | Republic | Arabia |
| Bolivia | of | Slovakia |
| Brazil | Ireland | Slovenia |
| Bulgaria | Israel | South |
| Canada | Italy | Africa |
| Chile | Jamaica | Sweden |
| China | Japan | Switzerland |
| Colombia | Kazakhstan* | Tajikistan* |
| Croatia | Korea, | Thailand |
| Cuba | Republic of | Tunisia |
| Czech | Kyrgyzstan* | Turkey |
| Republic | Latvia* | Turkmenistan* |
| Ecuador | Lithuania* | Ukraine* |
| Egypt | Luxembourg | United Arab |
| Estonia* | Macedonia, | Emirates |
| Finland | The | United |
| France | Former Yugoslav Republic | Kingdom |
| Georgia* | of | United States |
| Germany | Malaysia | Uzbekistan* |
| | Malta, Republic of | Venezuela |
| | Mexico | Vietnam |
| | Moldova, Republic of* | |
| | Morocco | |
| | Netherlands | |
| | New Zealand | |
+-------------+--------------------------+---------------+
* 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
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