Banco Bilbao Vizcaya Argentaria, S.A.
("BBVA"),
in accordance with the provisions of the Securities Market
legislation, hereby communicates, at the request of the Spanish
Securities Market Commission (CNMV) and in accordance with the
provisions of Article 234 of Law 6/2023, of March 17, on Securities
Markets and Investment Services, the following:
INSIDE
INFORMATION
In relation to the voluntary tender
offer launched by BBVA for the entire share capital of Banco de
Sabadell, S.A. ("Banco
Sabadell" or the "Target Company") (the "Offer"), for which the prior
announcement was published as inside information on May 9, 2024 and
the request for authorisation was submitted to the CNMV on May 24,
2024 and gave leave to proceed on June 11, 2024, BBVA informs that
it has decided to modify the Offer by reducing the minimum
acceptance condition provided in the prior announcement, which
implies a more favorable treatment for its recipients, in
accordance with Article 31.1 of Royal Decree 1066/2007.
The aforementioned minimum
acceptance condition, which initially required the acceptance of
the Offer by at least 2,720,654,746 shares of the Target Company,
representing 50.01 percent of its share capital, is now reduced so
that it requires the Offer to be accepted for a number of shares
that allows BBVA to acquire at least more than half of the
effective voting rights of Banco Sabadell at the end of the Offer
acceptance period (therefore excluding the treasury shares that the
Target Company may hold at that time).
As of the date of this
communication, the total share capital with voting rights amounts
to 5,361,450,912 ordinary shares (5,361,450 effective voting
rights), considering that Banco Sabadell's share capital is
represented by a total of 5,440,221,447 ordinary shares (5,440,221
voting rights) and that it holds 78,770,535 treasury shares (as
stated in Banco Sabadell's Universal Registration Document posted
on the CNMV's website on May 23, 2024), whose voting rights are
suspended in accordance with Article 148(a) of the Spanish
Companies Act. Therefore, assuming that all such treasury shares
remain as such at the end of the Offer acceptance period, the
reduced minimum acceptance condition will be deemed fulfilled if
the Offer is accepted for at least 2,680,726,000 shares of Banco
Sabadell (2,680,726 voting rights), which would represent half plus
one of Banco Sabadell's effective voting rights at that
time.
The above notwithstanding, if Banco
Sabadell's treasury shares vary by the end of the acceptance
period, the condition will be deemed fulfilled if the Offer is
accepted for the number of shares necessary to acquire more than 50
percent of the effective voting rights at that time, thus excluding
the suspended voting rights corresponding to the treasury shares
held by Banco Sabadell on that date.
In the event of a positive outcome
of the Offer, BBVA will seek the redemption of Banco Sabadell's
treasury shares at the end of the acceptance period at the first
General Shareholders' Meeting of Banco Sabadell, reducing the share
capital and locking up those shares in the
meantime.
The fulfillment of this reduced
minimum acceptance condition, under the described terms, will make
applicable the exception to the obligation to launch a mandatory
tender offer in accordance with Article 8(f) of Royal Decree
1066/2007, to the extent that the Offer would have been accepted
for shares representing, at least, 50 percent of the effective
voting rights to which it was addressed.
BBVA will submit to the CNMV the
documentation related to the improved terms of the Offer in
accordance with Articles 17 and 20 of Royal Decree
1066/2007.
Madrid,
January 9, 2025
