TIDM49AF
RNS Number : 6503C
BBVA International Pref S.A
09 March 2011
BBVA International Preferred, S.A. Unipersonal
CUSIP: 05530RAB4 Record Date: April 3, 2011 Payment Date: April
18, 2011
Pursuant to Spanish Law 13/1985 as amended by Laws 19/2003,
23/2005 and 4/2008, Royal Decree 1065/2007 and article 59.q or 59.s
of the Corporate Income Tax Regulation approved by Royal Decree
1777/2004 of July 30, 2004, distributions received 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
19% Non-Resident Income Tax (NRIT) in Spain or to a 19% 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/Tax Relief (SM) ) 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/Tax Relief (SM) , provide beneficial owner
information via Acupay, or to follow the required procedures, will
result in 19% withholding from the distribution payment.
Further information on Spanish withholding tax requirements can
be found starting on pages 1, 62, A-1 and B-1 of the Prospectus 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/Tax Relief (SM) ) are also required to provide
information concerning the identity and country of residence of
beneficial owners in the manner described below:
1. Beginning on April 4, 2011 (the first New York Business
Day following the Record Date) and until 8 p.m. (New
York time) on April 12, 2011 (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 Distribution Payment
Date (just like all other information entered in the
Acupay System).
iii. Make the necessary EDS/Tax Relief (SM) 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 May 13, 2011 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 19% 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 April 4, 2011 and continuing
until 8 p.m. (New York time) on April 12, 2011 (the
Standard Deadline), DTC direct participants must also
make an election via EDS/Tax Relief (SM) 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/Tax Relief
(SM) 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/Tax Relief
(SM) elections at the exempt rate. Data introduced
in both DTC EDS/Tax Relief (SM) and Acupay may be
modified (in either system) until 8 p.m. (New York
time) on April 15, 2011.
4. Acting on a best efforts basis, Acupay staff will
warn participants of any misalignments between DTC
EDS/Tax Relief (SM) elections and Acupay certifications
and will seek to assist in reconciling them until
9:45 a.m. (New York time) on April 18, 2011. DTC participants
whose EDS/Tax Relief (SM) elections and Acupay certifications
are not aligned by 9:45 a.m. (New York time) on April
18, 2011 will receive the distribution payment on
their entire position net of 19% 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/Tax Relief (SM) elections and Acupay certifications
may request relief through the Quick Refund Procedures
described below.
IMPORTANT
DTC participants must ensure that EDS/Tax Relief (SM) 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 April 18, 2011 (the Distribution Payment Date).
If at 9:45 a.m. New York time on April 18, 2011 there are any
inconsistencies concerning the beneficial owner information
supplied by a participant and its downstream correspondents to
Acupay, that participant's EDS/Tax Relief (SM) 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/TAX RELIEF
(SM) ELECTIONS ARE OUT OF ALIGNMENT ON THE MORNING OF THE
DISTRIBUTION PAYMENT DATE MAY REQUEST THAT DTC MANUALLY MODIFY
EDS/TAX RELIEF (SM) ELECTIONS TO BRING THEM INTO ALIGNMENT BY
SENDING AN EDS/TAX RELIEF (SM) CHANGE REQUEST TO DTC VIA EMAIL AT
SBOLLERS@DTCC.COM NO LATER THAN 9:45 A.M. NEW YORK TIME ON APRIL
18, 2011 WITH A COPY TO ABRUNTON@DTCC.COM, PSOREZZA@DTCC.COM,
DRUGGIERO@DTCC.COM, INTERNATIONALTAX@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 APRIL 18, 2011.
Quick Refund Procedure
Beneficial owners who received distributions net of 19% NRIT or
on account of Spanish CIT, as the case may be, due to a
misalignment of their EDS/Tax Relief (SM) elections and Acupay
certifications may qualify for a refund through the Quick Refund
procedure. To utilize this procedure, participants must have
submitted valid EDS/Tax Relief (SM) elections during the Relief at
Source EDS/Tax Relief (SM) 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/Tax Relief(
SM) . Participants may use the Acupay System to request relief
through the Quick Refund Procedures on behalf of their clients
beginning April 19, 2011 until May 10, 2011.
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/Tax Relief (SM) 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/Tax Relief (SM) 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/Tax Relief (SM) elections.
Questions regarding the EDS/Tax Relief (SM) process should be
directed to Sean Bollers or Alastair Brunton of DTC's International
Services at (212) 855-4706 or (813) 470-1254 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
Anguila, The Island of Grenada Guernsey, Montserrat Nauru,
Antigua and Barbuda, Channel Islands Hong Republic of Oman,
Islands of Bahamas, Kong Isle of Man Sultanate of Panama,
The Bahrain, Kingdom Jersey, Channel Islands Republic of Saint
of Barbados, The Jordan, Hashemite Lucia Saint Vincent
Island Bermuda Kingdom of Lebanon, and the Grenadines San
Islands, The Brunei, Republic of Liberia, Marino, Republic of
Sultanate of Cayman Republic of Seychelles, Republic
Islands Cook Islands, Liechtenstein, of Singapore, Republic
The Cyprus, Republic Principality of Macao of Solomon Islands
of Dominica, The Mariana Islands Turks and Caicos
Republic of Falkland Mauritius Monaco, Islands Vanuatu,
Islands Fiji Islands Principality of Republic of Virgin
Gibraltar Islands, British
Virgin Islands, of the
United States
Annex B
OECD Countries
Australia Hungary Poland
Austria Iceland Portugal
Belgium Ireland Slovakia
Canada Italy Slovenia
Chile Japan Spain
Czech Republic Korea, Republic of Sweden
Denmark Luxembourg Switzerland
Finland Mexico Turkey
France Netherlands United Kingdom
Germany New Zealand United States
Greece Norway
Annex C
Spanish Tax Treaty Countries
Algeria Hungary Iceland India Poland Portugal Romania
Argentina Indonesia Iran, Russia Saudi Arabia
Australia Islamic Republic of Serbia, Republic of
Austria Ireland Israel Italy Slovakia Slovenia South
Belarus* Jamaica Japan Korea, Africa Sweden
Belgium Republic of Switzerland Tajikistan*
Bolivia Kyrgyzstan* Latvia Thailand Trinidad and
Bosnia and Herzegovina Lithuania Luxembourg Tobago, Republic of
Brazil Macedonia, The Former Tunisia Turkey
Bulgaria Yugoslav Republic of Turkmenistan* Ukraine*
Canada Malaysia Malta, United Arab Emirates
Chile Republic of Mexico United Kingdom United
China Moldova, Republic of States Venezuela
Colombia Morocco Netherlands Vietnam
Costa Rica New Zealand Norway
Croatia Philippines
Cuba
Czech Republic
Ecuador
Egypt
El Salvador
Estonia
Finland
France
Germany
Greece
* The countries of the former USSR are covered together under
treaty (Russia, Estonia, Lithuania, Moldova and Latvia covered
under separate treaties).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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