Tender Offer (0746B)

TIDM49WI

RNS Number : 0746B

Banco de Sabadell, S.A.

11 February 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).

11 February 2011

BANCO SABADELL ANNOUNCES THE RESULTS OF THE TENDER OFFERS

On 31 January 2011 Banco de Sabadell, S.A. ("Banco Sabadell" or the "Offeror") launched invitations to holders of the outstanding preferred and subordinated securities described below (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 Expiration Deadline in respect of the Tender Offers was 5:00 p.m. (CET), 10 February 2011.

In order to align the proceeds raised from the New Shares Offering more closely with the amount of cash to be applied to the repurchase of Existing Securities, the Offeror has exercised its discretion pursuant to the Tender Offers (as further described under "Amendment and Termination" of the Tender Offer Memorandum dated 31 January 2011 (the "Tender Offer Memorandum")) to increase the Maximum Tender Amount from EUR483,000,000 in aggregate principal amount of Existing Securities to EUR491,800,000 in aggregate principal amount of Existing Securities.

The aggregate amount of valid tenders received exceeded the increased Maximum Tender Amount. As set out under "Terms and Conditions of the Tender Offers - Ranking Priority" of the Exchange Offer Memorandum, the Offeror has accepted tenders in the order of priority described below, and has applied the pro ration factor indicated below to the acceptances of validly tendered 2006 Existing Subordinated Securities. As a result of the application of the Ranking Priority, the Offeror has not accepted tendered 2010 Existing Subordinated Securities.

 
                                              Aggregate                                            Aggregate 
                                              Principal                                            Principal 
   Existing          ISIN/                      Amount       Maturity    First Call   Ranking        Amount       Pro-ration 
   Security        Common Code    Status     Outstanding       Date         Date      Priority      Accepted        factor 
--------------  ---------------  --------  ---------------  ----------  -----------  ---------  ---------------  ------------ 
   Existing                                                                  20 
   Preferred     XS0267456084/                                           September 
   Securities       026745608     Tier 1    EUR154,200,000   Perpetual      2016         1       EUR105,000,000      None 
--------------  ---------------  --------  ---------------  ----------  -----------  ---------  ---------------  ------------ 
  Guipuzcoano 
    Existing                       Lower 
  Subordinated                      Tier                     21 March     21 March 
   Securities     ES0213580030       2      EUR125,000,000     2016         2011         2       EUR23,700,000       None 
--------------  ---------------  --------  ---------------  ----------  -----------  ---------  ---------------  ------------ 
 2006 Existing                     Lower 
  Subordinated                      Tier                      25 May       25 May 
   Securities     ES0213860036       2      EUR716,600,000     2016         2011         3       EUR363,100,000     98.05% 
--------------  ---------------  --------  ---------------  ----------  -----------  ---------  ---------------  ------------ 
 2010 Existing                     Lower 
  Subordinated                      Tier                     26 April       Not                                       Not 
   Securities     ES0213860051       2      EUR500,000,000     2020      applicable      4            None        applicable. 
--------------  ---------------  --------  ---------------  ----------  -----------  ---------  ---------------  ------------ 
 

The Settlement Date is expected to take place on 15 February 2011.

Capitalised terms used herein in but not otherwise defined have the meanings assigned to them in the Tender Offer Memorandum.

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.

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