Espirito Santo Fin Issue of Debt

 
TIDMEOS 
 
 

Société AnonymeRegistered Office: 22/24 boulevard Royal, L-2449 LuxembourgR.C.S. Luxembourg B 22.232

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRIES WHERE THE DISTRIBUTION OF SUCH INFORMATION IS RESTRICTED BY LAW, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY

ESPlRITO SANTO FINANCIAL GROUP S.A.

PRICING OF THE PLACEMENT OF EUR200 MILLION OF BONDS EXCHANGEABLE INTO ORDINARY SHARES OF BANCO ESPlRITO SANTO, S.A. AND CLOSING OF THE CONCURRENT REVERSE BOOKBUILDING PROCESS FOR THE PURCHASE OF THE OUTSTANDING AMOUNT OF THE EUR500,000,000 FIXED RATE STEP-UP NOTES DUE 2025 ISSUED WITH 10,000 WARRANTS

Following the press release issued earlier today (the "Launch Press Release"), Espírito Santo Financial Group, S.A. ("ESFG") announces (i) the pricing of the placement of EUR200 million bonds (the "Bonds") exchangeable into ordinary shares of Banco Espírito Santo, S.A. ("BES"), and (ii) the closing of the reverse bookbuilding process relating to the invitation to eligible holders of ESFG's EUR500,000,000 Fixed Rate Step-Up Notes due 2025 (the "Notes" with ISIN: XS0234102811) issued with 10,000 warrants (the "Warrants" with ISIN: XS0234107703) (of which EUR181,350,000 in aggregate principal amount of Notes and 3,627 Warrants are currently outstanding) (the "Outstanding Notes and Warrants" with ISIN: XS0234103546) to offer their Outstanding Notes and Warrants for sale for purchase by ESFG (the "Invitation").

Pricing of the placement of the Bonds: the Bonds will be issued by ESFG, and will be exchangeable into 152,334,526 ordinary shares of BES (the "BES Shares"). The Bonds will be issued and redeemed at par in a denomination of EUR100,000 per Bond, with a maturity of 5 years, and have a coupon of 3.125% per annum, payable semi-annually in arrear (and expected to be payable on 2nd June and 2nd December of each year, commencing on 2nd June 2014).

The initial exchange price of the Bonds has been set at EUR1.3129, a premium of 32.5% above the volume weighted average price of the ordinary shares of BES on NYSE Euronext Lisbon between launch and pricing.

Under the terms of the Bonds, ESFG will have the right to elect to settle any exchange entirely in BES Shares, cash or a combination of BES Shares and cash.

The placement of Bonds was addressed only to market professionals and institutional investors and the Bonds were not offered or sold within the United States of America, Canada, Australia, Japan or any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law. The issue and settlement date for the Bonds is currently expected to be 2nd December 2013.

Nomura International plc acted as Sole Global Coordinator and, together with, Banco Espírito Santo de Investimento, S.A. and UBS Limited acted as joint bookrunners (the "Joint Bookrunners").

It is intended that application will be made for the Bonds to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market after the issue and settlement of the Bonds but prior to the first coupon payment on the Bonds.

A portion of the proceeds from the issue of the Bonds will be used by ESFG to finance its purchase of Outstanding Notes and Warrants. Any additional proceeds will be used for general corporate purposes.

Closing of the Reverse Bookbuilding Process for the Purchase of the Outstanding Notes and Warrants: Concurrently with the placement of the Bonds and independently from the bookbuilding process related to the Bonds, the Joint Bookrunners, acting as agents on behalf of ESFG, assisted ESFG in carrying out a reverse bookbuilding process outside the United States (subject to applicable offer and distribution restrictions which were set out in the Launch Press Release) to collect indications of interest from holders of the Outstanding Notes and Warrants who would be willing to offer their Outstanding Notes and Warrants for purchase by ESFG for cash. The purchase price is equal to 90% of the principal amount of the Outstanding Notes and Warrants (equivalent to EUR45,000 per Outstanding Note and Warrant), together with accrued interest of EUR117.60 per Outstanding Note and Warrant.

At the close of the reverse bookbuilding process, EUR135 million in principal amount of the Outstanding Notes and Warrants had been validly offered for sale by eligible holders of the Outstanding Notes and Warrants for purchase by ESFG. ESFG will purchase all of the Outstanding Notes and Warrants that have been validly offered for sale by eligible holders of the Outstanding Notes and Warrants for purchase by ESFG.

The bookbuilding in relation to the Bonds and the reverse bookbuilding process in relation to the offer to purchase Outstanding Notes and Warrants were two separate transactions. The Outstanding Notes and Warrants purchased by ESFG will be cancelled in accordance with their terms and conditions.

Following settlement of the reverse bookbuilding process and purchase by ESFG of the Outstanding Notes and Warrants validly offered for sale to it by eligible holders of the Outstanding Notes and Warrants, EUR46.35 million in principal amount of the Outstanding Notes and Warrants (being 9.3% of the initial EUR500,000,000 principal amount of the issue) will remain outstanding following cancellation of the Outstanding Notes and Warrants that ESFG has purchased.

Contacts:

Nomura International plc1 Angel LaneLondon EC4R 3ABUnited KingdomTel: [phone]Fax: [phone]Attention: Equity SyndicateEmail: [e-mail]

Banco Espírito Santo de Investimento, S.A.Rua Alexandre Herculano, 381269-161 LisbonPortugalTel: [phone]Fax: [phone]Attention: Syndicate DeskEmail: [e-mail]

UBS LimitedOne Finsbury AvenueLondon EC2M 2PPUnited Kingdom

London EC2M 2PP

United Kingdom

 
 
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