Tender Offer (4126A)

TIDM49WI

RNS Number : 4126A

Banco de Sabadell, S.A.

31 January 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OTHER RESTRICTIONS APPLY (SEE "OFFER AND JURISDICTION RESTRICTIONS" BELOW).

31 January 2011

BANCO SABADELL ANNOUNCES INVITATION TO HOLDERS OF CERTAIN EXISTING EURO PREFERRED SECURITIES AND EXISTING EURO SUBORDINATED SECURITIES ISSUED BY BANCO DE SABADELL, S.A., AND CERTAIN EXISTING EURO SUBORDINATED SECURITIES ISSUED BY BANCO GUIPUZCOANO, S.A. TO TENDER UP TO THE MAXIMUM TENDER AMOUNT OF THEIR EXISTING SECURITIES FOR CASH

Banco de Sabadell, S.A. ("Banco Sabadell" or the "Offeror") has today launched invitations to holders of the outstanding (i) Series I/2006 EUR500,000,000 Step-Up Fixed/Floating Rate Non-Cumulative Perpetual Preferred Securities (ISIN: XS0267456084; Common Code: 026745608) (the "Existing Preferred Securities"), (ii) Series I/2006 EUR1,000,000,000 Subordinated Securities (Obligaciones Subordinadas 1/2006 de Banco Sabadell) (ISIN: ES0213860036) (the "2006 Existing Subordinated Securities"), and (iii) Series I/2010 EUR500,000,000 Subordinated Securities (Obligaciones Subordinadas 1/2010 de Banco Sabadell) (ISIN: ES0213860051) (the "2010 Existing Subordinated Securities", and together with the 2006 Existing Subordinated Securities, the "Existing Sabadell Subordinated Securities"), each issued by Banco Sabadell (the Existing Sabadell Subordinated Securities together with the Existing Preferred Securities, the "Existing Sabadell Securities"); and (iv) and EUR125,000 000 Floating Rate Subordinated Securities due 2016 (ISIN: ES0213580030) (the "Guipuzcoano Existing Subordinated Securities") issued by Banco Guipuzcoano, S.A. (together with the Existing Sabadell Securities, the "Existing Securities"), to tender up to the Maximum Tender Amount of their Existing Securities for cash (each such invitation, a "Tender Offer" and, together, the "Tender Offers").

The rationale of the Tender Offers, in conjunction with the New Shares Offering (defined below), is to further enhance the quality and efficiency of the Group's capital base.

Any decisions by the Group as to whether it will exercise calls in respect of any Existing Securities that are not tendered pursuant to the Tender Offers will be taken on an economic basis.

The Tender Offers will expire at 17.00 (CET), on Thursday 10 February 2011, unless extended, re-opened, amended or terminated as provided in the tender offer memorandum dated 31 January 2011 (the "Tender Offer Memorandum").

The Offeror will pay the relevant Total Consideration, comprised of the Tender Price indicated below and the Accrued Coupon Payment, for any Existing Securities accepted for purchase pursuant to the Tender Offers in immediately available funds in cash against delivery to the Offeror of the relevant Existing Securities on the third Business Day following the Expiration Deadline or as soon as practicable thereafter.

The Bank of Spain has authorised Banco de Sabadell, S.A. to conduct the Tender Offers by virtue of a letter dated 31 January 2011.

Existing Securities

 
                                              Aggregate 
                                              Principal 
   Existing          ISIN/                      Amount       Maturity    First Call   Tender   Ranking 
   Security        Common Code    Status     Outstanding       Date         Date      Price    Priority 
--------------  ---------------  --------  ---------------  ----------  -----------  -------  --------- 
   Existing                                                                  20 
   Preferred     XS0267456084/                                           September 
   Securities       026745608     Tier 1    EUR154,200,000   Perpetual      2016       78%        1 
--------------  ---------------  --------  ---------------  ----------  -----------  -------  --------- 
  Guipuzcoano 
    Existing                       Lower 
  Subordinated                      Tier                     21 March     21 March 
   Securities     ES0213580030       2      EUR125,000,000     2016         2011       85%        2 
--------------  ---------------  --------  ---------------  ----------  -----------  -------  --------- 
 2006 Existing                     Lower 
  Subordinated                      Tier                      25 May       25 May 
   Securities     ES0213860036       2      EUR716,600,000     2016         2011       85%        3 
--------------  ---------------  --------  ---------------  ----------  -----------  -------  --------- 
 2010 Existing                     Lower 
  Subordinated                      Tier                     26 April       Not 
   Securities     ES0213860051       2      EUR500,000,000     2020      applicable    90%        4 
--------------  ---------------  --------  ---------------  ----------  -----------  -------  --------- 
 

If the Offeror decides to accept for purchase Existing Securities pursuant to any of the Tender Offers, it proposes to do so up to a maximum aggregate principal amount of Existing Securities (the "Maximum Tender Amount") that will be based on all or a portion (as determined by the Offeror in its absolute discretion) of the expected proceeds from the issuance of up to 126,363,082 new shares by the Offeror pursuant to a share capital increase being effected concurrently with the Tender Offers (the "New Shares Offering"). The Offeror expects to announce the results of the New Shares Offering and the Maximum Tender Amount on or about 2 February 2011.

The Tender Offers and their completion are conditional upon the Offeror having announced, before the Results Announcement Date, the completion and registration with the Commercial Registry of Barcelona of the Offeror's share capital increase pursuant to which the New Shares Offering will be conducted, and the Maximum Tender Amount.

In the event that the aggregate principal amount of Existing Securities that are validly tendered would exceed (if the Offeror were to accept all such Existing Securities) the Maximum Tender Amount, then the acceptance of Existing Securities will be subject to the Ranking Priority (set out in the table above) and possible pro-ration in accordance with the terms of the Tender Offers.

Timetable of the Tender Offers

 
 Dates                           Events 
------------------------------  ------------------------------------- 
 31 January 2011                 Commencement of New Shares Offering. 
                                  Commencement of the Tender Offers 
                                  and distribution of this Tender 
                                  Offer Memorandum. 
------------------------------  ------------------------------------- 
 On or about 2 February 2011     Announcement of results of New 
                                  Shares Offering and Maximum 
                                  Tender Amount. 
------------------------------  ------------------------------------- 
 17.00 (CET), 10 February 2011   Expiration Deadline. 
                                  Each of the Tender Offers will 
                                  expire unless the Offeror extends 
                                  one or more of the Tender Offers 
                                  or terminates one or more of 
                                  the Tender Offers earlier, in 
                                  its sole discretion. 
------------------------------  ------------------------------------- 
 11 February 2011 or as soon     The Results Announcement Date. 
  as practicable thereafter       The Offeror announces whether 
                                  it will accept any tendered 
                                  Existing Securities pursuant 
                                  to each Tender Offer, and, if 
                                  so, the aggregate principal 
                                  amount of each Series of Existing 
                                  Securities accepted for purchase 
                                  and the pro-ration factor (if 
                                  any) applied to any Series of 
                                  Existing Securities following 
                                  the application of the Ranking 
                                  Priority. 
------------------------------  ------------------------------------- 
 On or about 15 February 2011    The Settlement Date. 
  (three Business Days after      The Offeror pays the relevant 
  the Expiration Deadline)        Total Consideration in respect 
                                  of the Existing Securities accepted 
                                  for purchase by the Offeror 
                                  and against their delivery to 
                                  the Offeror. 
                                  Accountholders deposit the Existing 
                                  Subordinated Securities in respect 
                                  of which Tender Instructions 
                                  have been validly submitted 
                                  by the relevant Holders and 
                                  accepted by the Offeror in the 
                                  Banco Sabadell Iberclear Account. 
------------------------------  ------------------------------------- 
 

The complete terms and conditions of the Tender Offers are set forth in the Tender Offer Memorandum, which will be sent to eligible holders of Existing Securities at their request. Holders of Existing Securities are urged to read the Tender Offer Memorandum carefully when it becomes available.

Annual accounts

As of today's date, the audited consolidated financial statements of Banco Sabadell for the year ended 31 December 2010 are available on the website of the CNMV (www.cnmv.es ) and on the Banco Sabadell website (www.grupbancsabadell.com).

Additional Information

Questions regarding the Tender Offers may be directed to UBS Limited.

DEALER MANAGER UBS Limited 100 Liverpool Street London EC2M 2RH United Kingdom Attention: Liability Management Group Tel: [phone] Email: [e-mail]

The Tender Offer Memorandum, which contains a description of what actions should be taken to participate in the relevant Tender Offer, may be obtained by eligible persons at their request from the Tender Agent. Any request for information in relation to the procedures for submitting Tender Instructions for Existing Securities should also be directed to the Tender Agent.

TENDER AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Attention: David Shilson/Sunjeeve Patel Tel: [phone] Email: [e-mail]

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION.

Offer and jurisdiction restrictions

Neither this announcement nor the Tender Offer Memorandum constitute an offer to buy or a solicitation of an offer to sell any Existing Securities in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable laws or regulations. The delivery of this announcement or the Tender Offer Memorandum shall not under any circumstances create any implication that the information contained in this announcement or in the Tender Offer Memorandum is correct as of any time subsequent to the date of this announcement or the date of the Tender Offer Memorandum, or that there has been no change in the information set forth in this announcement or the Tender Offer Memorandum or in any attachments hereto or thereto, or in the affairs of the Offeror or any of its subsidiaries or affiliates, since the date of this announcement or the Tender Offer Memorandum.

None of the Offeror, the Dealer Manager or the Tender Agent makes any recommendation as to whether the holders of Existing Securities should tender their Existing Securities pursuant to any Tender Offer.

No dealer, salesperson or other person has been authorised to give any information or to make any representation not contained in this announcement or in the Tender Offer Memorandum and, if given or made, such information or representation may not be relied upon as having been authorised by the Offeror, the Dealer Manager or the Tender Agent.

United States

The Tender Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no offer of Securities may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or to persons located in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States, or to U.S. persons or to persons located in the United States. Any purported tender of Existing Securities resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Existing Securities made by a person giving instruction from within the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located in the United States will not be accepted.

Each Holder participating in a Tender Offer will represent that it is not located in the United States and is not participating in such Tender Offer from the United States, that it is participating in the Tender Offers in accordance with Regulation S under the Securities Act and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States and is not a U.S. person.

As used herein, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers may only be communicated in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 would not apply to the Offeror, if it was not an authorised person. In particular, the communication of any such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Republic of Italy

None of the Tender Offers, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB) pursuant to Italian laws and regulations, and the Tender Offers are not being made, and will not be made or promoted, directly or indirectly, in or into the Republic of Italy ("Italy") as a public offer (as defined in article 1, paragraph 1, letter v) of the Legislative Decree no. 58 of February 24, 1998, as amended). Accordingly, the Tender Offers are not intended to be addressed to any person in Italy.

France

The Tender Offers are not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L. 411-1, L. 411-2, and D. 411-1 to D. 411-3 of the French Code Monetaire et Financier, are eligible to participate in the Tender Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorite des Marches Financiers.

Portugal

The Tender Offers are not being made, directly or indirectly, to the general public in the Republic of Portugal ("Portugal"). Neither this announcement, the Tender Offer Memorandum, nor any other document or material relating to the Tender Offers have been or will be subject to the approval of, registration with, or notification to, the Portuguese Securities Market Commission (Comissao do Mercado de Valores Mobiliarios the "CMVM").

The Offeror, the Dealer Manager and the Tender Agent will not distribute or communicate the Tender Offer Memorandum or any other document or material relating to the Tender Offer in Portugal except in circumstances that would not be deemed to be a public offering (oferta publica) pursuant to article 109 of the Portuguese Securities Code, approved by Decree-Law 486/99, of 13 November 1999, as last amended by Decree-Law 71/2010, of 18 June 2010 (Codigo dos Valores Mobiliarios, the "Cod.VM").

As a result, this announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer is addressed solely to, and may only be accepted by, Holders that are residents in Portugal or that hold the Existing Securities through a permanent establishment located in Portugal provided that such Holders are qualified investors (investidores qualificados) within the meaning of paragraphs 1 and 2 of article 30 of Cod.VM (the "Portuguese Qualified Investors").

Subject to the approval, publication and entry into force of new regulation by the CMVM (the "New Regulation") before the end of the Tender Period, the entities and individuals set out in article 110-A of Cod.VM may also be deemed Portuguese Qualified Investors, provided that they are properly registered as qualified investors (investidores qualificados) in accordance with the New Regulation.

Spain

Neither the Tender Offers, the Tender Offer Memorandum nor this announcement constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, the Tender Offer Memorandum has not been submitted for approval and has not been approved by the CNMV.

General

This announcement and the Tender Offer Memorandum do not constitute an offer to buy or a solicitation of an offer to sell any securities, and tenders of Existing Securities pursuant to the Tender Offers will not be accepted from holders of Existing Securities, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction where the securities, blue sky laws or other laws require any or all of the Tender Offers to be made by a licensed broker or dealer and the Dealer Manager, or any of its affiliates, is such a licensed broker or dealer in such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Holder participating in a Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Tender Offers" in the Tender Offer Memorandum. Any offer of Existing Securities for tender pursuant to a Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Existing Securities pursuant to the Tender Offers, whether any such representation given by a Holder is correct and if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

This information is provided by RNS

The company news service from the London Stock Exchange

END

TENEAXFFDFPFEFF