Banco Bilbao Vizcaya Argentaria, S.A.
("BBVA"),
in compliance with the securities market legislation, and
further to the inside information dated 26
September 2024 (with registration number
2396), hereby proceeds to notify the
following:
OTHER RELEVANT
INFORMATION
BBVA has agreed to carry out an
issue of preferred securities contingently convertible into newly
issued ordinary shares of BBVA with exclusion of pre-emptive
subscription rights for shareholders (the "Securities") for a total nominal amount
of 1,000,000,000 US Dollars (the "Issuance").
Once fully paid-up, the Securities
are expected to qualify as Additional Tier 1 Capital of BBVA and
its Group pursuant to the applicable solvency
regulations.
Distributions on the Securities,
whose payment is discretionary and subject to certain conditions,
will accrue at a rate of 7.75% per annum from and including 14
January 2025 to but excluding 14 January 2032. After that, the
distribution rate will be reset in accordance with the applicable
terms and conditions of the Issuance by applying a margin of 324.9
basis points on the 5-year UST.
The Issuance is in no event directed
towards retail investors, without prejudice to the additional sales
restrictions set out in the terms and conditions of the
Issuance.
BBVA will request the listing of the
Securities on the New York Stock Exchange (NYSE).
Furthermore, BBVA informs that, for
the purposes set forth in articles 414, 417, 510 and 511 of the
Spanish Corporate Enterprises Act (Ley de Sociedades de Capital), the
director's report and the report of the independent expert/auditor
of accounts different from BBVA's auditor, both related to the
Issuance, have been issued. These reports will be available to
shareholders through their publication on BBVA's website
(www.bbva.com) on the Issuance closing date (expected to take place
on 14 January 2025) and will be reported to the first General
Shareholders' Meeting to be held after the Issuance.
Madrid, 7
January 2025
Important
information:
There are restrictions with respect to the offering of the
Securities in various jurisdictions, including the United Kingdom,
Spain, Singapore, Hong Kong, Canada, Switzerland and the European
Economic Area.
This document may not be distributed, directly or indirectly,
in any jurisdiction in which said distribution is contrary to
applicable laws.
This document is not a prospectus and is not an offer or a
solicitation to buy, sell, subscribe or exchange any securities
issued or to be issued by BBVA. No such offer in relation to the
Securities shall be conducted in any jurisdiction in which said
offer is not made in conformity with the applicable
legislation.
This document is not an offer for sale of securities in the
United States.
In
relation with the Issuance, BBVA has filed a registration statement
(including a prospectus), and a prospectus supplement with the U.S.
Securities and Exchange Commission (the "SEC"). Before you invest,
you should read the prospectus and prospectus supplement included
in that registration statement and the other documents BBVA has
filed with the SEC for more complete information about BBVA and the
Issuance. You may obtain these documents for free by visiting the
SEC web site at www.sec.gov.
This announcement is not a prospectus, and investors should not
purchase any Securities except on the basis of the information
contained in the prospectus, the prospectus supplement and the
other documents filed by BBVA with the SEC that are incorporated by
reference in the registration statement.
