Exchange Offer

 

TIDM91LK 
 
RNS Number : 2775D 
Popular Capital S.A. 
30 November 2009 
 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN, OR INTO, 
THE UNITED STATES OR ITALY OR TO ANY UNITED STATES OR ITALIAN PERSON (SEE "OFFER 
AND JURISDICTION RESTRICTIONS" BELOW) 
 
 
 
 
 
 
30 November 2009 
BANCO POPULAR ANNOUNCES INVITATION TO EXCHANGE CERTAIN EXISTING EURO TIER 1 
HYBRID SECURITIES ISSUED BY POPULAR CAPITAL, S.A. INTO A NEW LOWER TIER 
2 SECURITY 
 
 
Banco Popular Español, S.A. ("Banco Popular") has today launched invitations to 
holders of certain existing Euro denominated Tier 1 hybrid securities issued by 
Popular Capital, S.A. described below (the "Existing Securities") to offer to 
exchange any and all of Popular Capital, S.A.'s Existing Securities for new Euro 
Lower Tier 2  securities (the "New Securities"), to be issued by Banco Popular, 
described below (the "Exchange Offers"). 
The Exchange Offers provide an opportunity for the holders of Existing 
Securities to receive dated subordinated New Securities, with terms that are 
aligned with current market pricing, and a one-time cash payment. Redemption 
decisions in respect of perpetual debt securities will continue to be made on an 
economic basis. 
Any capital gains that may result from the proposed Exchange Offers will be used 
to further strengthen Banco Popular's balance sheet. 
Banco Popular may also decide to offer and issue additional New Securities for 
cash prior to the settlement of the Exchange Offers, subject to market 
conditions. 
The Exchange Offers will expire at 5:00 p.m. (Central European time) on 
10 December 2009, unless extended, re-opened or terminated as provided in the 
Exchange Offer Memorandum dated 30 November 2009. 
 
 
Existing Securities 
The Existing Securities are all perpetual securities issued by Popular Capital, 
S.A: 
 
+--------------+--------+---------------+----------+--------+-----------+----------+-----------+ 
|    Series    |        | Distribution  |Currency  | Issue  |  First    |Exchange  |   Cash    | 
|     and      |        |     Rate      |          |Amount  |   Call    |  Ratio   |Incentive  | 
|    ISIN      |        |               |          |  (MM)  |   Date    |          |  Amount   | 
+--------------+--------+---------------+----------+--------+-----------+----------+-----------+ 
|    Series    |        |    6.000%     |   EUR    |  300   |20-Oct-08  |   79%    |    100    | 
|      A       |        |               |          |        |           |          |    per    | 
|DE0009190702  |        |               |          |        |           |          |  EUR1,000   | 
+--------------+--------+---------------+----------+--------+-----------+----------+-----------+ 
|    Series    |        |      CMS      |   EUR    |  250   |30-Jun-09  |   60%    | 100  per  | 
|      B       |        |    10yr +     |          |        |           |          |  EUR1,000   | 
|DE000A0BDW10  |        |    0.125%     |          |        |           |          |           | 
+--------------+--------+---------------+----------+--------+-----------+----------+-----------+ 
|    Series    |        |    4.907%     |   EUR    |  300   |06-Mar-17  |   63%    |    100    | 
|      C       |        |    until      |          |        |           |          |    per    | 
|XS0288613119  |        |      the      |          |        |           |          |  EUR1,000   | 
|              |        |    First      |          |        |           |          |           | 
|              |        |     Call      |          |        |           |          |           | 
|              |        |    Date /     |          |        |           |          |           | 
|              |        |      3m       |          |        |           |          |           | 
|              |        |    Euribor    |          |        |           |          |           | 
|              |        |    +1.65%     |          |        |           |          |           | 
|              |        |  thereafter   |          |        |           |          |           | 
+--------------+--------+---------------+----------+--------+-----------+----------+-----------+ 
 
 
 
 
New Securities 
To the extent that any Existing Securities are accepted for exchange by Banco 
Popular, they will be exchanged for the New Securities, as described below. 
 
 
+----------+--------+----------+-------------------+----------+------------+ 
| Issuer   |        |Currency  |    Structure      |Interest  |  Interest  | 
|          |        |          |                   |  Rate    |    Rate    | 
|          |        |          |                   | (Fixed)  |(Floating)  | 
+----------+--------+----------+-------------------+----------+------------+ 
| Banco    |        |   EUR    |      10NC5        |  5-year  |    3m      | 
| Popular  |        |          |Fixed-to-Floating  |Mid-Swap  |  Euribor   | 
| Español, |        |          |      Step-up      |  + 310   |   + 360    | 
| S.A      |        |          |   Subordinated    |   bps    |    bps     | 
|          |        |          |    Securities     |          |            | 
+----------+--------+----------+-------------------+----------+------------+ 
 
 
Timetable of the Exchange Offers 
 
 
+---------------------+-------------------+ 
| Date                | Event             | 
| and                 |                   | 
| Time                |                   | 
+---------------------+-------------------+ 
| 10:00 a.m. CET,     | Commencement      | 
| on 30 November 2009 | of the            | 
|                     | Exchange          | 
|                     | Offers            | 
+---------------------+-------------------+ 
| 17:00               | Exchange          | 
| p.m.                | Offer             | 
| CET,                | Deadline,         | 
| on 10 December      | unless            | 
| 2009                | extended,         | 
|                     | re-opened         | 
|                     | or                | 
|                     | terminated        | 
+---------------------+-------------------+ 
| 14 December         | Announcement      | 
| 2009                | of the            | 
|                     | Exchange          | 
|                     | Offers            | 
|                     | results and       | 
|                     | of the New        | 
|                     | Securities coupon | 
+---------------------+-------------------+ 
| 18 December 2009    | Expected          | 
|                     | settlement        | 
|                     | date of           | 
|                     | the               | 
|                     | Exchange          | 
|                     | Offers            | 
+---------------------+-------------------+ 
 
 
The complete terms and conditions of the Exchange Offers are set forth in 
the Exchange Offer Memorandum dated 30 November 2009 (including translations of 
the Registration Document, the Base Prospectus and the draft Final Terms) that 
will be sent to eligible holders of Existing Securities at their request. 
Holders of Existing Securities are urged to read the Exchange Offer Memorandum 
carefully when it becomes available. 
 
 
Additional Information 
The Exchange Offer Memorandum may be obtained by eligible persons from the 
Exchange Agent, Lucid Issuer Services Limited. 
Morgan Stanley & Co. International plc. (the "Lead Dealer Manager"), and Banco 
Popular Español, S.A.  (the "Co-Dealer Manager", and together with the Lead 
Dealer Manager, the "Dealer Managers") are acting as dealer managers for the 
Exchange Offers. Questions regarding the Exchange Offers may be directed to 
Morgan Stanley, Liability Management Group at [phone] or to Lucid 
Issuer Services Limited at + 44-(0)-20-7704-0880 or [e-mail] 
(attention: David Shilson). 
 
 
 
 
 
 
 
 
 
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 Exchange Offer Memorandum constitute an offer 
to sell or buy or the solicitation of an offer to sell or buy the Existing 
Securities and/or New Securities, as applicable, and Offer of Existing 
Securities for exchange pursuant to the Exchange Offers will not be accepted 
from Holders of Existing Securities in any circumstances in which such offer or 
solicitation is unlawful. In those jurisdictions where the securities, blue sky 
or other laws require an exchange offer to be made by a licensed broker or 
dealer and either of the Dealer Managers or any of their respective affiliates 
is such a licensed broker or dealer in such jurisdictions, such Exchange Offer 
shall be deemed to be made by such Dealer Manager or affiliate (as the case may 
be) on behalf of the Offeror in such jurisdiction. 
United States 
The Exchange Offers are not being made, and will not be made, directly or 
indirectly in or into, or by use of the mail of, or by any means or 
instrumentality of interstate or foreign commerce of or of any facilities of a 
national securities exchange of, the United States or to, for the account or 
benefit of, U.S. persons (as defined in Regulation S under the United States 
Securities Act of 1933, as amended (the "Securities Act")). This includes, but 
is not limited to, facsimile transmission, electronic mail, telex, telephone, 
the internet and other forms of electronic communication. Accordingly, copies of 
this announcement, the Exchange Offer Memorandum and any other documents or 
materials relating to the Exchange Offers are not being, and must not be, 
directly or indirectly mailed or otherwise transmitted, distributed or forwarded 
(including, without limitation, by custodians, nominees or trustees) in or into 
the United States or to U.S. persons and the Existing Securities cannot be 
offered for exchange in the Exchange Offers by any such use, means, 
instrumentality or facilities or from within the United States or by U.S. 
persons. Any purported offer of Existing Securities for exchange resulting 
directly or indirectly from a violation of these restrictions will be invalid 
and any purported offer of Existing Securities for exchange made by a U.S. 
person, a person located in the United States or any agent, fiduciary or other 
intermediary acting on a non-discretionary basis for a principal giving 
instructions from within the United States or for a U.S. person will be invalid 
and will not be accepted. 
This announcement and the Exchange Offer Memorandum are not an offer of 
securities for sale in the United States or to U.S. persons. Securities may not 
be offered or sold in the United States absent registration under, or an 
exemption from the registration requirements of the Securities Act. The New 
Securities have not been, and will not be, registered under the Securities Act 
or the securities laws of any state or other jurisdiction of the United States, 
and may not be offered, sold or delivered, directly or indirectly, in the United 
States or to, or for the account or benefit of, U.S. persons. The purpose of 
this announcement and the Exchange Offer Memorandum is limited to the Exchange 
Offers and this announcement and the Exchange Offer Memorandum may not be sent 
or given to a person in the United States or otherwise to any person other than 
in an offshore transaction in accordance with Regulation S under the Securities 
Act. 
Each Holder of Existing Securities participating in an Exchange Offer will 
represent that it is not located in the United States and is not participating 
in that Exchange Offer from the United States, that it is participating in 
the Exchange 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 Exchange Offers from the United States and is not a U.S. 
person. For the purposes of this and the above two paragraphs, "United States" 
means United States of America, its territories and possessions, any state of 
the United States of America and the District of Columbia. 
Spain 
Neither this announcement, the Exchange Offer Memorandum nor any other documents 
or materials relating to the Exchange Offers have been submitted nor will they 
be submitted for approval or recognition to the Spanish Securities Market 
Commission (Comisión Nacional del Mercado de Valores) and, accordingly, the 
Exchange Offers are not being made in the Kingdom of Spain by way of a public 
offering, as defined and construed in Chapter I of Title III of Law 24/1988, of 
28 July, on the Securities Act and related legislation. This notwithstanding, an 
application will be made by Banco Popular for the listing of the New Securities 
on the AIAF Fixed Income Securities Market for which purposes the Final Terms 
relating to the New Securities will have to be filed with the CNMV. 
Italy 
The Exchange Offers are not being made, directly or indirectly, in the Republic 
of Italy ("Italy"). The Exchange Offers, this announcement and the Exchange 
Offer Memorandum have not been submitted to the clearance procedures of the 
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian 
laws and regulations. Accordingly, Holders of Existing Securities are notified 
that, to the extent such Holders are located or resident in Italy, the Exchange 
Offers are not available to them and they may not offer Existing Securities for 
exchange pursuant to the Exchange Offers nor may the New Securities be offered, 
sold or delivered in Italy and, as such, any exchange instruction received from 
or on behalf of such persons shall be ineffective and void, and neither this 
announcement, the Exchange Offer Memorandum nor any other documents or materials 
relating to the Exchange Offers, the Existing Securities or the New Securities 
may be distributed or made available in Italy. 
United Kingdom 
The communication of this announcement, the Exchange Offer Memorandum and any 
other documents or materials relating to the Exchange Offers is not being made 
and such documents and/or materials have not been approved by an authorised 
person for the purposes of section 21 of the Financial Services and Markets Act 
2000. Accordingly, such documents and/or materials are not being distributed to, 
and must not be passed on to, the general public in the United Kingdom. The 
communication of 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. 
France 
The Exchange Offers are not being made, directly or indirectly, to the public in 
the Republic of France ("France"). Neither this announcement, the Exchange Offer 
Memorandum nor any other document or material relating to the Exchange 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 
portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs 
qualifiés) 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.411-4 of the French Code Monétaire et Financier are eligible to participate 
in the Exchange Offers. This announcement and the Exchange Offer Memorandum have 
not been and will not be submitted for clearance to nor approved by the Autorité 
des Marchés Financiers. 
Switzerland 
Holders of Existing Securities may only be invited to offer to exchange their 
Existing Securities for New Securities pursuant to the Exchange Offers and the 
New Securities may only be offered for sale or otherwise in or into Switzerland 
in compliance with all applicable laws and regulations in force in Switzerland. 
To ensure compliance with the Swiss Code of Obligations and all other applicable 
laws and regulations of Switzerland, only the Exchange Offer Memorandum and any 
supplements thereto, the Registration Document, the Final Terms and all 
documents incorporated by reference thereto (including the Base Prospectus) may 
be used in the context of any invitation to Holders of Existing Securities to 
offer to exchange their Existing Securities for New Securities pursuant to 
the Exchange Offers or any offer of the New Securities for sale or otherwise in 
or into Switzerland. 
Portugal 
No exchange offer of Existing Securities may be made in Portugal except in 
circumstances that will result in compliance with the rules concerning marketing 
of New Securities and the laws of Portugal generally. 
 Neither this Exchange Offer Memorandum nor the Base Prospectus, the 
Registration Document or the Final Terms have been nor will be subject to the 
approval of the Portuguese Securities Market Commission (the "CMVM"). The New 
Securities will not be offered or sold in Portugal or to residents of Portugal 
otherwise than in accordance with applicable Portuguese Law. 
No approval has been or will be requested from the CMVM that would permit a 
public offering in relation to the New Securities referred to in this Exchange 
Offer Memorandum or in the Base Prospectus, the Registration Document or the 
Final Terms, therefore the same cannot be offered to the public in Portugal. 
Accordingly, no New Securities have been or may be offered to 100 or more 
addressees who are not Portuguese Qualified Investors and no offer has been or 
may be preceded or followed by promotion or solicitation to unidentified 
investors, public advertisement or publication of any promotional material. In 
particular, this Exchange Offer Memorandum, the Base Prospectus, the 
Registration Document and the Final Terms and the offer of New Securities is 
only intended for Portuguese Qualified Investors. 
 "Portuguese Qualified Investors" within the meaning of Article 30 of the 
Securities Code (Código dos Valores Mobiliários) includes credit institutions, 
investment firms, insurance companies, collective investment institutions and 
their respective managing companies, pension funds and their respective pension 
fund-managing companies, other authorised or regulated financial institutions, 
notably securitisation funds and their respective management companies, all 
other financial companies, securitisation companies, venture capital companies, 
venture capital funds and their respective management companies, financial 
institutions incorporated in a state that is not a member state of the EU that 
carry out activities similar to those previously mentioned, entities trading in 
financial instruments related to commodities and regional and national 
governments, central banks and public bodies that manage debt, supranational or 
international institutions, namely the European Central Bank, the European 
Investment Bank, the International Monetary Fund and the World Bank, as well as 
entities whose corporate purpose is solely to invest in securities and any legal 
entity which has two or more of (1) an average of at least 250 employees during 
the last financial year; (2) a total balance sheet of more than EUR43,000,000 and 
(3) an annual net turnover of more than EUR50,000,000, all as shown in its last 
annual or consolidated accounts. It may also include high net worth individuals 
who request to be classified as such, where they also comply with certain 
requirements and subsequently with the registration with the CMVM within the 
terms of a CMVM regulation 
Belgium 
This Exchange Offer Memorandum has not been submitted for approval to the 
Belgian Banking, Finance and Insurance Commission and, accordingly, the Exchange 
Offer(s) may not be made in Belgium by way of a public offer, as defined for the 
purposes of the law of 1 April 2007 on public takeover bids or the law of 16 
June 2006 on public offerings of investment instruments and the admission of 
investment instruments to trading on regulated markets. Each Exchange Offer is 
addressed in Belgium exclusively to, and may only be accepted by, Holders who 
are qualifying investors within the meaning of Article 10 of the law of 16 June 
2006 on public offerings of investment instruments and the admission of 
investment instruments to trading on regulated markets, or who can otherwise 
make the representation set out in "Procedures for Participating in the Exchange 
Offers" below. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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