Banco Bilbao Vizcaya Argentaria SA Increase of the Voluntary Takeover Bid for Garanti (1696J)
25 Abril 2022 - 1:00AM
UK Regulatory
TIDMBVA TIDMIRSH
RNS Number : 1696J
Banco Bilbao Vizcaya Argentaria SA
25 April 2022
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in accordance with
the provisions of the Securities Market legislation, hereby
communicates the following:
INSIDE INFORMATION
Following the inside information published on November 15, 2021
and March 31, 2022, with registration numbers at the Spanish
Exchange Commission (CNMV) 1165, 1169 and 1381, respectively, in
relation with the voluntary takeover bid (the "Voluntary Takeover
Bid") for the entire share capital of Türkiye Garanti Bankası A. .
("Garanti BBVA" or the "Company") not already owned by BBVA, the
Board of Directors of BBVA decided to increase the Voluntary
Takeover Bid price offered in cash for each share ([1]) of the
Company from the initially announced price (12.20 Turkish Lira) to
15.00 Turkish Lira. The maximum aggregate amount of consideration
payable by BBVA is 31,595 million Turkish Lira (equivalent to
approximately 1,985 million Euros ([2]) ) assuming all Garanti
BBVA's shareholders sell their shares.
As a result of the increase in the Voluntary Takeover Bid price
and in accordance with the Turkish takeover bid regulations
(Communiqué on Takeover Bids (Pay Alım Teklifi Tebli i) no.
II-26.1), the acceptance period of the Voluntary Takeover Bid is
extended for a period of 2 weeks (the last day of the acceptance
period of the Voluntary Takeover Bid will be May 18, 2022 ([3])
).
In accordance with Turkish takeover bid regulations, the
Voluntary Takeover Bid price cannot be amended during the two week
period extension.
The financial impacts for BBVA of the Voluntary Takeover Bid
will depend on the percentage of Garanti BBVA shareholders that
decide to accept the bid and sell their shares. BBVA estimates a
maximum impact of approximately minus 34 basis points in the Common
Equity Tier 1 (fully loaded) ratio ([4]) , assuming all Garanti
BBVA shareholders accept the offer.
Madrid, April 25, 2022
([1]) All references to "shares" or "share" in this announcement
shall be deemed made to lots of 100 shares, which is the trading
unit at Borsa Istanbul.
([2]) The applicable exchange rate is 15.91 Turkish Lira per
Euro as of April 22, 2022.
([3]) This date takes into consideration the national holidays
in Turkey from the 2nd to the 4th of May, but will need to be
adjusted if the Government of Turkey sets as banking holidays also
the 5th and the 6th of May as a consequence of the end of Ramadan
festivities.
([4]) The determination of the impact on Common Equity Tier 1
was made taking into consideration the estimated group's financial
statements as of March 31, 2022, assuming an exchange rate of 15.91
Turkish Lira per Euro. The amount of the impact on Common Equity
Tier 1 will vary from the date of this disclosure up to the date of
closing of the Voluntary Takeover Bid due to, among other
circumstances, changes in the book value of the Company and changes
in the Euro/Turkish Lira exchange rate.
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END
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