TIDMEOS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
This announcement is not an offer, a placement or a prospectus but is an advertisement.Investors should not subscribe for, or purchase, any transferable securities of Espírito Santo Financial Group S.A. ("ESFG") referred to in this announcement except on the basis of the information in the prospectus (the "Prospectus") to be published by ESFG in connection with the admission of the new ordinary shares in the capital of ESFG to listing on the official list of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange, to listing and trading on NYSE Euronext Lisbon, and the admission to the official list maintained by the UK Listing Authority and to trading on the London Stock Exchange's regulated market.
Copies of the Prospectus, when published, will be available at the registered office of ESFG, 21/25 Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg.
Luxembourg/Portugal - 12 April 2012. Espírito Santo Financial Group S.A. (NYSE Euronext Lisbon: ESF) announces that it is seeking, subject to market conditions, to raise capital in the European capital markets for an amount corresponding to an aggregate offer of up to 400 million euros by way of a primary offer of new ordinary shares to certain institutional investors (the "Offer"). Subject to market conditions, pricing of the new ordinary shares to be issued by ESFG (the "New Shares") is expected to take place on 20 April 2012. ESFG intends to apply the proceeds of the Offer to strengthen its Core Tier I capital on a consolidated basis and, in particular, to participate in Banco Espírito Santo, S.A.'s capital raising announced on 11 April 2012, in order for ESFG to meet the required European Banking Authority (EBA) Core Tier I capital ratio of 9 per cent. by 30 June 2012 and towards meeting the Bank of Portugal Core Tier I capital ratio of 10 per cent. by 31 December 2012. ESFG intends to apply the balance of the proceeds of the Offer, if any, for general financing and corporate purposes.
The New Shares are expected to be admitted to listing on the official list of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange on 26 April 2012 and to listing and trading on NYSE Euronext Lisbon and to the official list maintained by the UK Listing Authority and to trading on the London Stock Exchange's regulated market on or shortly after 27 April 2012.
Espírito Santo Investment Bank, Nomura and UBS Investment Bank are acting as Joint Global Co-ordinators and Joint Bookrunners in relation to the Offer.
Contact:Filipe WorsdellEspírito Santo Financial Group S.A.+44 203 429 2100fworsdell@esfg.com
Notes:
Espírito Santo Financial Group S.A. is an integrated financial services group and the Luxembourg based investment vehicle for the financial interests of the Espírito Santo Group. The ESFG group is engaged principally in three business areas, banking, insurance and healthcare services. The ESFG group conducts a broad range of banking activities, including commercial banking, investment banking, asset management and private banking, stockbrokerage and others, primarily through Banco Espírito Santo, S.A. The ESFG group's insurance business comprises life insurance and non-life insurance and its healthcare services business includes hospitals, outpatient clinics and senior citizen residences. ESFG is a public company, with its ordinary shares listed and trading on the regulated markets of the Luxembourg, NYSE Euronext Lisbon and London stock exchanges. The ESFG group's business is primarily centred in Portugal, where the majority of ESFG's investments are located, as well as in countries with cultural and economic ties with Portugal, most of them with high growth potential (including, Angola, Brazil and Mozambique). In addition, ESFG has other investments in Spain, the United Kingdom, France, Switzerland, Poland, India, Libya, Panama, the United States, Dubai and Venezuela, among others
The contents of this announcement, which have been prepared by, and are the sole responsibility of, ESFG, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by UBS Limited of 1 Finsbury Avenue, London EC2M 2PP.
Banco Espírito Santo de Investimento, S.A., Sucursal en España, Nomura International plc and UBS Limited (the "Managers") are acting exclusively for ESFG and no-one else in connection with the Offer. The Managers will not regard any other person as their client in relation to the Offer and they will not be responsible to anyone other than ESFG for providing the protections afforded to clients of the Managers or for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This announcement does not constitute, or form part of, any offer or invitation to sell or issue or participate in the Offer, or any solicitation of any offer to purchase or subscribe for, any transferable securities issued by ESFG nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract relating thereto.The Offer and the distribution of this announcement and other information in connection with the Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not constitute or form part of an offer or invitation to sell or issue or participate in the Offer, or the solicitation of an offer to purchase or subscribe for, any transferable securities of ESFG to any person in the United States.The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada or Japan. The securities are being offered and sold only outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.
No information in this announcement or any of the documents relating to the Offer, including the Prospectus, can be relied upon as a guide to future performance. The price and value of securities may go up as well as down.Persons needing advice should contact a professional adviser.
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