TIDMBVA
RNS Number : 3646S
Banco Bilbao Vizcaya Argentaria SA
15 November 2021
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA), in accordance with
the provisions of the Securities Market legislation, hereby
communicates the following:
INSIDE INFORMATION
The Board of Directors of BBVA decided to launch a voluntary
takeover bid for the entire share capital of Türkiye Garanti
Bankası A. . ("Garanti" or the "Company") not already owned by
BBVA.
The main characteristics of the voluntary takeover bid (the
"Voluntary Takeover Bid") are described below. The detailed terms
and characteristics of the Voluntary Takeover Bid will be contained
in an information memorandum to be submitted by BBVA for approval
to the Capital Markets Board of Turkey (the "CMB"). The information
memorandum will be published once such aforementioned approval is
obtained.
1. Bidder: BBVA.
2. Filing of the Voluntary Takeover Bid: In accordance with
Section 4 of the Communiqué on Takeover Bids (Pay Alım Teklifi
Tebli i) no. II-26.1 (the "Communiqué"), BBVA will submit for
authorisation an application of the Voluntary Takeover Bid to the
CMB. BBVA expects to submit the application within the following
days.
3. Shares to which the Voluntary Takeover Bid is addressed and
participation of BBVA in Garanti: 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.
The share capital of Garanti amounts to an aggregate of
4,200,000,000 shares with a face value of 1 Turkish Lira each. The
Company has no privileged shares.
As of the date of this announcement, BBVA owns an aggregate of
2,093,700,000 shares which represent 49.85% of the total share
capital of the Company. Consequently, the Voluntary Takeover Bid is
addressed to the remaining 2,106,300,000 shares which represent
50.15% of the total share capital of the Company.
4. Consideration: The consideration offered by BBVA to each of
the shareholders of the Company is 12.20 Turkish Lira in cash for
each share of the Company (the "Voluntary Takeover Bid Price"). The
maximum aggregate amount of consideration payable by BBVA is 25,697
million Turkish Lira (equivalent to approximately 2,249 million
Euros ([1]) ) assuming all Garanti's shareholders sell their
shares. BBVA will pay the consideration with its current
shareholders' funds.
BBVA reserves the right to reduce or otherwise modify the
Voluntary Takeover Bid Price by an amount equal to the gross amount
of the distribution per share, if the Company declares or
distributes dividends, reserves or any other kind of distribution
to its shareholders at any time from today until the day of
completion of the Voluntary Takeover Bid.
The Voluntary Takeover Bid Price represents a premium of
approximately:
(i) 34% of the daily adjusted weighted average prices on the
stock exchange in the 6 months prior to the date of this
announcement (9.12 Turkish Lira);
(ii) 24% of the daily adjusted weighted average prices on the
stock exchange in the 30 trading days prior to the date of this
announcement (9.83 Turkish Lira); and
(iii) 15% over the closing price of the shares in the Company on
November, 12, 2021 (10.58 Turkish Lira).
Since the Voluntary Takeover Bid is addressed to all of
Garanti's shareholders, pursuant to article 14 (1) (a) of the
Communiqué, if and when as a result of the Voluntary Takeover Bid,
BBVA's shareholding in Garanti exceeds 50%, BBVA will not be
obliged to launch a subsequent mandatory takeover bid.
5. Prior approvals: The acquisition by BBVA of more than 50% of
Garanti's total share capital is subject to the prior approval of
several authorities, both in Turkey and in other jurisdictions.
BBVA has received confirmation from the CMB that it will not
formally approve the Voluntary Takeover Bid application until the
CMB receives confirmation from BBVA that all relevant approvals
required by BBVA have been duly obtained. Only after approval by
the CMB of the Voluntary Takeover Bid application will the
voluntary takeover bid period begin.
BBVA will diligently disclose to the market when all relevant
authorisations are obtained.
6. Conditions: Once all relevant regulatory approvals have been
obtained (as referred to in section 5 above), the Voluntary
Takeover Bid will not be subject to any condition.
7. Cancellation of the Voluntary Takeover Bid: Pursuant to
article 20.2 of the Communiqué, BBVA may cancel the Voluntary
Takeover Bid at any time before the commencement of the voluntary
takeover bid period. Should this be the case, the cancellation of
the Voluntary Takeover Bid would be specifically disclosed to the
CMB and to the market.
8. Subsidiaries of Garanti listed in the market : The Voluntary
Takeover Bid may result in BBVA's acquisition of management control
(as defined in the Communiqué) at Garanti Faktoring A. . and
Garanti Yatırım Ortaklı ı A. ., two fully consolidated subsidiaries
of the Company both of which are listed at Borsa İstanbul. If this
is the case, taking into consideration that the Voluntary Takeover
Bid is primarily aimed at increasing BBVA's stake in Garanti (and
not in these two listed subsidiaries) and the fact that these two
subsidiaries do not constitute a material portion of Garanti's
business (less than 1% each of Garanti group's consolidated assets
according to Garanti group's latest annual financial statements),
BBVA plans to apply to the CMB for an exemption from the mandatory
tender offer requirements for such subsidiaries in accordance with
article (18)(1)(c) of the Communiqué.
9. Authorized Broker and Dealer-Manager: As per Turkish
regulations, BBVA will need to appoint an investment institution
holding the necessary licenses to intermediate the Voluntary
Takeover Bid. BBVA has decided to engage with Garanti Yatırım
Menkul Kıymetler A. ., a subsidiary of Garanti and an affiliate of
BBVA, as authorized broker and dealer-manager for the Voluntary
Takeover Bid.
10. Estimated timeline for completion of the Voluntary Takeover
Bid: As the Voluntary Takeover Bid can only be launched following
receipt of the approval of all relevant regulatory bodies, BBVA
estimates that closing of the Voluntary Takeover Bid will take
place in the first quarter of 2022.
11. Estimated financial impacts for BBVA: The financial impacts
for BBVA of the Voluntary Takeover Bid will depend on the
percentage of Garanti shareholders that decide to accept the bid
and sell their shares. BBVA estimates a maximum impact of
approximately minus 46 basis points in the Common Equity Tier 1
(fully loaded) ratio, an approximately 13.7% accretion to its 2022
earnings per share[2] and an approximately 2.3% accretion to its
tangible book value per share ([3]) (assuming all Garanti
shareholders accept the offer).
12. Analyst presentation : An analyst presentation is convened
today at 9:30 a.m. (Madrid Time). The presentation can be followed
via BBVA's website on the Internet (www.bbva.com). A recording of
the presentation will also be available on the above website, for a
period of at least one month.
Madrid, November 15, 2021
Disclaimer : The Voluntary Takeover Bid will not constitute an
invitation to participate in the offer in or from any jurisdiction
in which, or to or from any person to whom, it is unlawful to make
such invitation under applicable securities laws. The distribution
of the information memorandum (which will be prepared as per
Turkish capital markets and securities regulations and will be
subject to the approval of the CMB) regarding the Voluntary
Takeover Bid may be restricted by law in certain jurisdictions. If
and when approved by the CMB, persons who receive such information
memorandum are required to inform themselves about, and to observe,
any such restrictions, and neither BBVA nor Garanti is responsible
for the compliance by such persons with such restrictions.
([1]) The applicable exchange rate is 11.43 Turkish Lira per
Euro as of November 12, 2021.
[2] The determination of the impact on earnings per share for
2022 was made taking into consideration for Garanti the Bloomberg
consensus estimates of net income amounting to 14,276 million
Turkish Lira and for BBVA the company gathered consensus estimates
of net income amounting to 4,052 million Euro. The exchange rate
applied was 12.91 Turkish Lira per Euro as per the average of FX
forward curve for 2022 as of November, 12, 2021.
([3]) The determination of the impact on Common Equity Tier 1
and tangible book value per share was made taking into
consideration the group's financial statements as of September 30,
2021, assuming the impact on Common Equity Tier 1 of the 3,500
million Euro share buyback program already announced to the market,
and an exchange rate of 11.43 Turkish Lira per Euro. The amount of
the impact on Common Equity Tier 1 and tangible book value per
share 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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